Terms and Conditions
(Last Updated February 7, 2025)
TSJP LLC, dba PanoServ, a California limited liability company (“PanoServ”, “us” or “we”) provides a software platform and website (the “Platform”) through which PanoServ’s independent network of service providers (collectively, “Providers”) can provide services and sales to you. The below terms and conditions (these “Terms”) govern the sales or services provided by PanoServ (“Services”) to you (“Customer” or “you”) and the use of the Platform. Use of the Platform or Services constitutes agreement to these Terms. The Platform and Services are intended only for users located in the United States and Canada. If you are located outside of the United States or Canada, please immediately exit and do not use or access the Platform or use any Services.
BY CLICKING ON THE “I AGREE” BUTTON OR ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT CLICK ON THE “I AGREE” BUTTON AND DO NOT ACCESS THE PLATFORM OR USE ANY SERVICES. By clicking on “I agree” (or by using the Platform), you represent and warrant that you are of legal age to form a binding contract with PanoServ. If you do not meet these requirements, you are prohibited from using Services or accessing or using the Platform.
Applicability; Release; Privacy Policy.
Subject to this Section 1, these Terms, including all attachments and exhibits, and the Order Confirmation (as defined in Section 2) (collectively, this “Agreement”) comprise the entire agreement between the you and PanoServe, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any other general terms and conditions.
All information we collect from you whether through the Platform, a registration process or otherwise, is subject to our Privacy Policy. You consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
[You acknowledge and agree that you have read and agree to the Release and Waiver terms.]
Performance Dates. PanoServ shall use reasonable efforts to meet any performance dates specified in the order confirmation or purchase order (“Order Confirmation”), and any such dates shall be estimates only.
Customer’s Acts or Omissions.
If PanoServ’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, PanoServ shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
Customer is responsible for (i) providing accurate and up-to-date information when accessing the Services, (ii) maintaining the confidentiality of their account details, notifying PanoServ immediately of any unauthorized account access or suspected breaches of security, and (iii) avoiding prohibited activities, such as fraudulent use of the Platform, unauthorized commercial use, and dissemination of spam or harmful content. PanoServ reserves the right to refuse service to any user for misconduct or violation of these terms, or for any other reason.
Changes to Services and Terms. PanoServ may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confirmation. We may suspend or terminate the Services (or any portion thereof) at any time without notice, including if we believe that any activity or use of Services in connection with your account or use of the Platform violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to PanoServ or any third party, or that we are required to do so by law. PanoServ may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Services or Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check the PanoServ Terms from time to time so you are aware of any changes.
Third Party Services and Content. The Services may be made available or accessed in connection with a Provider’s or other third party’s services and content (including advertising) that PanoServ does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. PanoServ does not endorse such third party services and content and in no event shall PanoServ be responsible or liable for any products or services of such third party providers.
Fees and Expenses; Payment Terms; Interest on Late Payments. In consideration of the provision of the Services by PanoServ and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Confirmation. Customers will transact with PanoServ via Stripe Payments. Payments will be processed at the time of booking or service completion, depending on the service. Brands that integrate PanoServ’s Platform will be charged on a monthly basis via invoice and ACH draw. Invoices will detail services facilitated during the billing period. Service providers who perform assembly or other services for PanoServ will be paid on a monthly basis via ACH transfer or check. Payments will reflect completed and approved services for the prior billing period. All payment disputes must be submitted in writing within 15 days of the invoice or payment date. PanoServ reserves the right to charge interest of the lesser of 1% per month on amounts outstanding for more than thirty (30) days, or the highest interest rate permitted by applicable law.
Taxes. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of PanoServ in the course of performing the Services, including any items identified as such in the Order Confirmation (collectively, the “Deliverables”) shall be owned by PanoServ. PanoServ owns all right, title and interest in and to the PanoServ name and logo and all related names, logos, product and service names, designs and slogans and other trademarks. PanoServ reserves all rights, title and interest in and to the Services, names, logos, designs and marks. You are prohibited from using such marks without the prior written permission of PanoServ. All other names, logos, product and service names, designs and slogans on the Platform are the trademarks of their respective owners.
Confidential Information. All non-public, confidential or proprietary information of PanoServ, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by PanoServ to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of PanoServ. Confidential Information does not include information that is: (i) in the public domain; (ii) known to Customer at the time of disclosure; or (iii) rightfully obtained by Customer on a non-confidential basis from a third party. Customer agrees to use the Confidential Information only to make use of the Services. PanoServ shall be entitled to injunctive relief for any violation of this Section.
Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND PANOSERV MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PANOSERV DISCLAIMS ANY AND ALL WARRANTIES RELATED TO THE SERVICES AND THE PLATFORM. PANOSERV DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THE PROVIDERS.
Limitation of Liability.
IN NO EVENT SHALL PANOSERV BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT PANOSERV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL PANOSERV’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID OR PAYABLE TO PANOSERV BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM.
IN CONNECTION WITH THE SERVICES, PANOSERV MAY CONNECT CUSTOMER WITH CERTAIN PROVIDERS TO PERFORM CERTAIN SERVICES OR SALES. SUCH PROVIDERS ARE INDEPENDENT SERVICE PROVIDERS AND NOT NECESSARILY AGENTS OR REPRESENTATIVES OF PANOSERV. PANOSERV SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACTIONS, OMISSIONS, OR SERVICES BY THIRD PARTIES.
Waiver. No waiver by PanoServ of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by PanoServ. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to PanoServ hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; [and] (f) national or regional emergency; (g) strikes, labor stoppages, or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of PanoServ. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the state and federal courts located in Orange County, California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Amendment. This Agreement may only be amended, modified or supplemented by an agreement in writing identified as an amendment or waiver and signed by each party hereto.
Survival. Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.
I HAVE READ THE ABOVE STATEMENTS AND UNDERSTAND THAT MY ACCEPTANCE REPRESENTS AGREEMENT TO ALL OF THIS AGREEMENT AND CONDITIONS.