Terms and Conditions
Please read these Terms carefully. By using NewPanda or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and NewPanda (“Agreement”). We’ll start with the basics, including a few definitions that should help you understand these Terms. NewPanda (“NewPanda,” “we,” or “us”) is an online marketing platform (the “App”) that allows you to manage your contacts, and to create, send, and manage certain marketing campaigns, including, without limitation, emails, advertisements, Websites, and mailings (each a “Campaign,” and collectively, “Campaigns”), among other things. The App is offered through our websites, including https://www.getNewPanda.com, and any other website or mobile application owned, operated or controlled by us (we’ll collectively refer to these as the “NewPanda Site,” and together with the App, the “Service”). NewPanda is a Kentucky limited liability company whose legal name is Global Relations Group, LLC dba NewPanda. NewPanda has employees, independent contractors, and representatives (“our Team”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this Agreement (or “you”).
Some features of the Service are offered as Additional Features to your NewPanda account ("Additional Features”). Unless expressly stated otherwise, these Terms apply to the use of Additional Features. Some Additional Features are intended for particular use cases and may also have additional terms or restrictions (“Additional Terms”). Additional Terms for Additional Features can be found on our NewPanda Site at NewPanda.com/legal/additional-terms, and Members agree to the applicable Additional Terms at the time they choose to add the corresponding Feature. Also note that a Member’s account may have access to unique features of the Service based on their historic usage or status.
If you have any questions about our Terms, feel free to contact us.
In order to use the Service, you must:
be at least eighteen (18) years old and able to enter into contracts;
complete the account registration process;
agree to these Terms;
provide true, complete, and up-to-date contact and billing information;
not be based in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; and
not be listed on any U.S. government list of prohibited or restricted persons.
By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.
REFUSAL OF SERVICE
NewPanda may refuse service, close accounts of any Members, and change eligibility requirements at any time.
When you sign up for an account and agree to these Terms, the Agreement between you and NewPanda is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a NewPanda account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign up for an account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.
CLOSING THE ACCOUNT
You or NewPanda may terminate the Agreement at any time and for any reason by terminating your NewPanda account or giving notice to the other party, unless under enterprise contract, at which time you must fulfill the specified contract term. We may suspend the Service to you at any time, with or without cause. If we terminate your account without cause, and your account is a paid account, we’ll refund a prorated portion of your monthly prepayment for a Monthly Plan or Annual Plan. We won’t refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, such as for a breach or violation of the Agreement. If your account is inactive for 24 or more months, we may terminate your account and you won’t be entitled to a refund for a prepaid month or year. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it, including your Campaigns. Usernames are unique and can only be used once. If your account has been terminated, the username will no longer be available for use on any future accounts. This username can be reclaimed if re-starting an account once terminated and NewPanda determines your eligibility.
We may change any of the Terms by posting revised Terms on our NewPanda Site. Unless you terminate your account, the new Terms will be effective immediately upon posting and apply to any continued or new use of the Service. We may change the Service, Additional Features, or any features of the Service at any time, and we may discontinue the Service, Additional Features, or any features of the Service at any time.
ACCOUNT AND PASSWORD
You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to and any activity occurring in such account (other than activity that NewPanda is directly responsible for that isn’t performed in accordance with your instructions), whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. For security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate.
We don’t know the inner workings of your organization or the nature of your personal relationships. You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on a number of factors, including the content in that account, and the contact and profile information listed for that account. In cases where differing contact and profile information is present or we are unable to reasonably determine ownership, we’ll require you to resolve the matter through proper channels outside of NewPanda.
When a dispute is identified, we may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account until the dispute is properly resolved.
When you sign up for a paid monthly or annual plan, you are required to self-select both your term (monthly or annual) and your package (e.g., Starter, Pro, Premier) (together, your “Plan”) from those posted on our NewPanda Site based on your anticipated use of the Service. Each Plan offers different pricing and feature options. Once you select your Plan, NewPanda will automatically upgrade your Plan if you exceed the limits of your plan. So, give yourself room to grow if you’ll need it! If you exceed your Plan usage limits (either by exceeding your contacts, social networks, or other limited features), you will automatically be upgraded to the appropriate package, which will be detailed on your bill and in your account. You agree to pay any additional charges on or before the next Pay Date. You will always have the option to upgrade to a higher tier at any time. If you upgrade during a billing cycle, you may elect to upgrade your package. In any event, your monthly charge for that billing cycle will be calculated based on the number of days in that billing cycle during which you were at each of the lower tier and the higher tier (including any applicable additional charges for the higher tier). You will also have the option to downgrade to a lower tier at any time, but if you elect to downgrade during a billing cycle, your downgrade will not be effective until the end of that billing cycle, and you will still be charged for that entire billing cycle at the higher tier (including any applicable additional charges for the higher tier).
When you sign up for a Plan, you agree to monthly or annual recurring billing, starting on the date you sign up. Billing occurs on the same day each month, based on the date that you started your Plan. Payments are due for any month on the same or closest date to the day you made your first payment (the “Pay Date”). If any part of a month is included in the Term, then payment is required for the full month. If you exceed your self-selected usage limits for your Plan, then you’ll be automatically placed in the appropriate level (as described above) for the billing cycle on or before the next Pay Date, Billing for Plans may be paused, and you may choose to close your account permanently at any time.
You may have several types of contacts in your NewPanda account; only deliverable contacts count as contacts in your “deliverable contacts” for purposes of your Plan. Unsubscribed, Bounced, Deleted, and Opt-outs do not count towards your deliverable contacts. You may elect to delete contacts at any time. You cannot engage in any activity through the Service with archived contacts unless and until they are un-deleted If a contact is un-deleted, it will immediately count towards your contact count for your current billing cycle and any future billing cycles unless and until deleted again.
If you use the Service under the free plan (“Free Plan”) and you want to go over the Free Plan limits, you’ll be required to upgrade your account to, and select and pay for, a monthly or annual Plan. Plans are described above. If you exceed your Free Plan limits, or otherwise upgrade your account to a paid Plan, you’ll only be provided one complimentary downgrade to the Free Plan (provided your contacts, social networks, and other plan features drop down to the Free Plan limits again). If you go over the limits for the Free Plan more than once, you’ll no longer qualify for the Free Plan, even if your future feature limits are within the limits of the Free Plan.
As long as you’re a Member with a Plan or otherwise have an outstanding balance with us, you’ll provide us with valid debit or credit card (“card”) information and authorize us to deduct your charges against that card. You’ll replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we’re authorized to deduct any charges on your account against the new card. Anyone using a card represents and warrants that they are authorized to use that card, and that any and all charges may be billed to that card and won’t be rejected. If we’re unable to process your card order, we’ll try to contact you by email and may suspend your account until your payment can be processed.
We’ll give you a refund for a prepaid month or reimburse you for unused time on your annual plan if we stop providing the Service and terminate your account without cause. You won’t be entitled to a refund or credit from us under any other circumstances. We may, at our sole discretion, offer a refund, discount or credit.
We may change our fees, including our charges for monthly and annual Plans, at any time by posting a new pricing structure to our NewPanda Site or in your account and/or sending you a notification by email. Quoted fees don’t include sales or other transaction-based taxes of any kind.
FEEDBACK AND PROPRIETARY RIGHTS
We own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service, and you may only use our brand assets according to our Brand Guidelines.
You represent and warrant that you either own or have permission to use all of the material, content, data, and information (including your personal information and the personal information of others) you submit to NewPanda in the course of using the Service or which NewPanda retrieves or accesses at your direction or with your permission (“Content”). You retain ownership of the Content that you upload to the Service. We may use or disclose your Content (including any personal information therein) only as described in these Terms.
You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Service. If you provide us with any Feedback, then you grant us a royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Service or to develop new features and services.
RIGHT TO REVIEW CONTENT AND CAMPAIGNS
We may view, copy, and internally distribute Content from your Campaigns and account to create algorithms and programs (“Tools”) that help us spot problem accounts and improve the Service. We use these Tools to find Members who violate these Terms or laws and to study data internally to make the Service smarter and create better experiences for Members and their contacts.
By agreeing to these Terms, you promise to follow these rules:
You won’t send spam!
You won’t use purchased, rented, or third-party lists of email addresses.
If you use our API, you’ll comply with our API Use Policy, which forms part of these Terms.
NewPanda doesn’t allow accounts that promote or incite harm toward others or that promote discriminatory, hateful, or harassing Content. To this end, we may suspend or terminate your account if you send a Campaign or otherwise distribute any Content that we determine, in our sole discretion, contains either of the following
A Threat of Physical Harm. This means any statement, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others.
Hateful Content. This means any statement, image, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.
We also may suspend or terminate your account if we determine, in our sole discretion, that you are either:
an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or A Threat of Physical Harm;
a person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or
a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.
If you violate any of these rules, then we may suspend or terminate your account.
If you think anyone is violating any of these Terms, please notify us immediately. If you received spam you think came from a NewPanda Member, please report it to our Help Team. (Every email Campaign sent through the Service has an embedded campaign tracking ID in the email header, making it easy to report suspected spam.)
BANDWIDTH ABUSE / THROTTLING
You may only use our bandwidth for your Content and Campaigns. We provide image and data hosting only for your use of the Service, so you may not host images on our servers for anything else. We may throttle your sending or connection through our API at our discretion.
COMPLIANCE WITH LAWS
You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLB, Data Protection Laws, United States export control laws and regulations and economic sanctions laws and regulations (“U.S. Export Control Laws and Regulations”), or other applicable laws. If you’re subject to regulations (like HIPAA) and you use the Service, then we won’t be liable if the Service doesn’t meet those requirements. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children's Online Privacy Protection Act, or any other applicable laws.
If you collect any personal information pertaining to a minor and store such information within your NewPanda account, you represent and warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives.
If you or the people you distribute or display Campaigns or other Content to through the Service are subject to Data Protection Laws (as defined in the Data Processing Addendum), you agree, represent and warrant (as applicable) to NewPanda that:
You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to NewPanda and to enable such data to be lawfully collected, processed, and shared by NewPanda for the purposes of providing the Service or as otherwise directed by you.
You will comply with all laws and regulations applicable to the Campaigns sent through the Service, including those relating to (a) acquiring consents (where required) to lawfully send Campaigns, (b) the Content of Campaigns, and (c) your Campaign deployment practices.
You will provide and obtain all notices and obtain all necessary consents required by applicable data protection laws to enable NewPanda to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from the devices of contacts and end users in accordance with and as described in the Cookie Statement.
LIMITATION OF LIABILITY
To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including any downloads from the NewPanda Site; (ii) we and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.
For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.
To the maximum extent permitted by law, we provide the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Agreement. Since Members use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs.
You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your Content, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you’ve made to us.
Your violation of these Terms may cause irreparable harm to us and our Team. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).
If we have to provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
We and our Team aren’t responsible for the behavior of any third parties, agencies, linked websites, or other Members, including third-party applications, products, or services for use in connection with the Service (each, a “Third-Party Integration”). Your use of any Third-Party Integration and rights with respect to such Third-Party Integration are solely between you and the applicable third party. We are not responsible for the privacy, security or integrity of any Third-Party Integration or the practices and policies of any Third-Party Integration. We make no warranties of any kind and assume no liability of any kind for your use of any Third-Party Integration.
Updated July 2020