TERMS OF USE

Thank you for coming to our Panwapa web site (“Site”). Through this Site, Sesame Workshop aims to extend our mission to use educational media to help children reach their highest potential. We offer this Site to you (referred to as "you" or "user") and your children, as applicable, under the Terms of Use described below. In consideration of you and your children using and accessing this Site, you, on your own behalf and on behalf of your children, are agreeing to these Terms of Use, which will be considered a binding, legal agreement (referred to herein as “Terms of Use” or “Agreement”) between you and Sesame Workshop (also referred to as “we,” “us” or “our”). If you do not agree to these terms, please discontinue your use of this Site immediately.

We reserve the right to change these terms at any time by publishing a revised version of these Terms of Use on this Site. You are responsible for regularly reviewing these terms. Continued use of this Site following any such change means you accept and will abide by the changes.

Ownership of Site

This Site is owned and operated by Sesame Workshop, a nonprofit educational organization with charitable, tax-exempt status with offices at One Lincoln Plaza, New York, NY 10023, USA. Sesame Workshop and/or its subsidiaries, affiliated companies, distributors, vendors, contractors, licensors and/or licensees (collectively “SW Parties”) own the copyright in all elements of this Site and all related intellectual property rights, including, but not limited to, all trademark rights, patent rights and moral rights. The elements of this Site (collectively, “Site Content”) include without limitation the content, software, art, graphics, animation, photographs, images, text, music, sound effects, all audio and audiovisual elements, look-and-feel, design, layout, organization, presentation, user interface, navigation, trade dress and stylistic convention of the Site. Your use of the Site does not give you ownership of any Site Content.

All trademarks, logos, service marks and trade names displayed on the Site or on Site Content are registered or unregistered trademarks of Sesame Workshop and/or the SW Parties. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Site.

Use of Site Content

You may view and download the Site Content only for your personal, noncommercial use on a single computer to enable you to use the Site and the services provided through it, provided that you do not remove or border="0" alter any copyright or other legal notices from any Site Content. You may not (except where we have given you express permission to do so or you are otherwise permitted to do so by law) modify, copy, distribute, upload, post, broadcast or transmit, display, disassemble, perform, reproduce, publish, license, decompile, reverse engineer, create derivative works from, transfer, sell, or make other use of any of the Site Content. You agree not to download or use for any purpose on another web site any of the images, media or other content hosted on this Site, including without limitation, posting such images, media or other content on another site. However, with respect to the video segments and the pdf files contained in the Site Content, you are permitted to download, make copies of and distribute them only on an “as is” basis without any editing, additions, deletions or other modifications of any kind, and only on a free, noncommercial basis for educational purposes. Any use of the Site Content, other than as explicitly permitted in this paragraph, is unauthorized and may be a violation of copyright or other proprietary rights. You shall not use the Site for any immoral, fraudulent, infringing or illegal purpose, or in any manner that could damage, disable, overburden or impair the Site or the services provided through it, or interfere with any other party’s use and enjoyment of the Site or such services.

Consideration

You acknowledge and agree that your access to and use of the Site, the Site Content and the services provided through the Site are valuable benefits that you receive by agreeing to and complying with the terms and conditions of this Agreement.

User Submissions

We do not ask for nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Site, by email or in any other way. If you submit any materials, content, information or ideas to Sesame Workshop (“Your Content”), you grant to Sesame Workshop a non-exclusive, fully-paid, royborder="0" alty-free, unrestricted, perpetual, irrevocable, fully transferable, assignable and sublicensable, and worldwide license in all current and future media to reproduce, modify, adapt, publish, publicly perform and display, distribute, sublicense, create derivative works, sell, and otherwise use Your Content for any purpose Sesame Workshop chooses, commercial or otherwise, without any compensation to you.

Links From This Site to Third Party Sites

As a convenience for users, this Site may contain links to Internet sites maintained by third parties. Sesame Workshop and the SW Parties do not operate or control in any respect, or necessarily endorse, the information, content, products, services, advertising, or other materials that may be found on the third party sites. When you link to the third party sites, you become subject to their terms of use and privacy policy rather than ours. You assume sole responsibility for your use of these links and the third party sites, and any reliance on the contents of such a third party site is at your own risk. We do not accept responsibility for any losses or penborder="0" alties incurred as a result of your use of any links or reliance on the content of any third party sites to which this Site is linked.

Links To This Site From Third Party Sites

You agree that if you include a link from any other web site to this Site, such link shall open in a new browser window and shall link to the full version of an HTML formatted page of this Site. You are not permitted to link directly to any image hosted on this Site, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site. You agree not to link from any other web site to this Site in any manner such that this Site, or any page of this Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We may require that any link to this Site be discontinued, and to revoke your right to link to this Site from any other web site at any time upon written notice to you.

Indemnification

You agree to indemnify and hold harmless Sesame Workshop and the SW Parties from and against any claims, liabilities, and expenses (including reasonable legal fees) that may arise from your use of this Site in any way or from your breach of the terms of this Agreement.

General Disclaimer and Limitation of Liability

Sesame Workshop controls and operates the Site from offices in the United States of America. We make no representation that Site Content is appropriate or authorized for use in all countries, states, provinces, counties or any other jurisdictions. If you choose to access this Site, you do so on your own initiative and risk, and you are responsible for compliance with all applicable laws if and to the extent such laws and restrictions are applicable.

This Site provides information of a general nature only and you are responsible for determining whether it applies to your specific situation. Sesame Workshop specifically disclaims any liability concerning any action that any person may take based on any information or guidance provided at this Site.

Sesame Workshop does not guarantee the accuracy, timeliness, completeness, performance or fitness for a particular purpose of the Site or any of the Site Content. We have tried to ensure that all the Site Content provided on the Site is correct at the time of publication. However, no responsibility is accepted by or on behalf of Sesame Workshop for any errors, omissions, or inaccurate Site Content on the Site.

THE SITE CONTENT IS PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT, WHICH ARE EXCLUDED FROM THIS AGREEMENT TO THE EXTENT THAT THEY MAY BE EXCLUDED AS A MATTER OF LAW. SESAME WORKSHOP DOES NOT WARRANT THAT THE SITE WILL BE OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS, OR DEFECTS. YOU USE THIS SITE AT YOUR OWN RISK. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND VIRUS CHECKS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE ACCURACY OF DATA INPUT AND OUTPUT.

EXCEPT AS SET OUT BELOW, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL SESAME WORKSHOP OR THE SW PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS SITE, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THOSE ASPECTS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. EXCEPT FOR IN THE CASE OF DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, IN NO EVENT SHALL SESAME WORKSHOP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO US FOR YOUR USE OF THE SITE OR OTHER ACTIVITIES ON THE SITE.

Termination

Sesame Workshop may terminate, change, suspend or discontinue any aspect of the Site at any time. Sesame Workshop may restrict, suspend or terminate your access to the Site and/or this Agreement if we reasonably believe or suspect you have acted inappropriately on the Site or you are in breach of these Terms of Use or applicable law, or for any other reason without notice or liability. You may terminate this Agreement by discontinuing your use of and access to the Site. This Agreement is effective until terminated by you, or by Sesame Workshop for any reason, with or without notice. Upon any termination of this Agreement, you agree to discontinue your use and access of this Site and to immediately destroy all materials obtained from it.

Miscellaneous

This Agreement shall be deemed to include all other notices, policies, disclaimers, and other terms contained in the Site, including our Privacy Policy; provided, however, that in the event of a conflict between such other terms and the terms of this Agreement, the terms of this Agreement shall prevail.

You agree that Sesame Workshop may assign any of its rights and/or transfer, sub-contract or delegate any of its obligations under this Agreement. This Agreement is personal to you and you may not transfer or assign it to a third party.

Neither party is responsible for any breach of this Agreement caused by circumstances beyond its reasonable control.

This Agreement is governed by and is construed in accordance with the laws of the State of New York, U.S.A, without regard to conflicts of law provisions. You consent to the exclusive jurisdiction and venue of courts in New York County, New York, U.S.A. in all disputes arising out of or relating to your use of this Site. Notwithstanding the foregoing, Sesame Workshop shall have the right to bring action against visitors of the Site in courts of competent jurisdiction in the jurisdiction in which such visitors reside or are located: (i) to seek injunctive relief against such visitor, (ii) to obtain a judgment against such visitor where a judgment by a United States court will, or may, not be enforced by the jurisdiction in which such visitor resides or is located, or (iii) to enforce a judgment obtained against such visitor in a New York court.

If any part of this Agreement is determined to be invalid or unenforceable under applicable law including but not limited to the warranty disclaimers and liability limitations stated above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

This Agreement constitutes the entire agreement between you and Sesame Workshop with respect to this Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Sesame Workshop with respect to this Site. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other business documents and records originally generated and maintained in printed form.

Any rights not expressly granted in this Agreement are reserved to Sesame Workshop.

Effective date: October 1, 2007