Terms of Service

1. Definitions

• “Service” — the Panko platform and all related software, websites, and features we provide.
• “Account” — a Customer’s registration and workspace within the Service.
• “Authorized Users” — the individuals (such as a Customer’s owners, staff, and team members) a Customer permits to access the Service under its Account.
• “End Users” — the Customer’s own clients, event contacts, venue partners, and vendors whose information a Customer processes through the Service.
• “Customer Data” — all data, content, and files that a Customer or its Authorized Users or End Users submit to, or generate in, the Service.
• “Third-Party Services” — services not provided by Panko that a Customer chooses to connect or use with the Service (for example, QuickBooks Online, scheduling, e-signature, or email-related services).

2. Eligibility

The Service is for business use by organizations and individuals located in the United States. You must be at least 18 years old and able to form a binding contract to use the Service. By using the Service, you represent that you meet these requirements and that the information you provide is accurate.

3. Accounts and security

• You must provide accurate registration information and keep it current.
• You are responsible for all activity under your Account, for maintaining the confidentiality of login credentials, and for your Authorized Users’ compliance with these Terms.
• You must promptly notify us of any unauthorized use of your Account or any security breach.
• You are responsible for configuring user roles and permissions appropriately within the Service.

4. License and access

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during the term of your subscription. We reserve all rights not expressly granted.

You may not, and may not permit anyone to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or attempt to access the source code of the Service, except as permitted by law; (c) resell, sublicense, rent, or provide the Service to a third party as a service bureau; (d) circumvent or disable any security or usage limits; (e) use the Service to build a competing product; or (f) remove any proprietary notices.

5. Acceptable use

You agree not to use the Service to:

• violate any law or regulation, or infringe any third party’s rights (including privacy and intellectual-property rights);
• send unlawful, unsolicited, or deceptive messages (including spam), or send communications to individuals without any legally required consent (see Section 8.3);
• upload malware or interfere with, disrupt, or overload the Service or its infrastructure;
• attempt to gain unauthorized access to the Service, other accounts, or related systems;
• upload or process content that is unlawful, harmful, harassing, or otherwise objectionable; or
• use the Service to store or transmit sensitive categories of data we do not support (for example, full payment card numbers, government identification numbers, or health records beyond the dietary/allergen information the Service is designed to collect), unless expressly agreed by us in writing; or
• use the Service — including any connected payment processing — for any business or activity prohibited by our payment processor or by applicable card-network rules.

We may investigate suspected violations and may suspend or restrict access to protect the Service, our Customers, or third parties.

6. Customer Data and content

6.1 Ownership

As between the parties, you own your Customer Data. We do not claim ownership of it.

6.2 License to us

You grant us a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data solely as needed to provide, secure, and improve the Service, to prevent or address technical or security issues, and as otherwise permitted in the Privacy Policy. We may create and use aggregated or de-identified data that does not identify you or any individual to operate and improve the Service.

6.3 Your responsibilities for Customer Data

You are responsible for your Customer Data, including its accuracy and the manner in which it was collected, and for having all rights, consents, and notices necessary for us to process it to provide the Service. You are responsible for your End Users’ information, for the communications you send through the Service (Section 8.3), and for responding to your End Users’ privacy requests. As between the parties, you are the controller of End-User personal information, and Panko acts as your service provider/processor, as described in the Privacy Policy.

6.4 Data export and deletion

While your Account is active, you can access and export Customer Data through the Service’s features. On termination, Section 13.3 applies.

7. Third-Party Services and integrations

The Service can connect to Third-Party Services that you choose to enable, including QuickBooks Online (Intuit), payment processing (currently Stripe — see Section 9.2), scheduling (currently cal.com), e-signature (currently BlueInk), and email services. Your use of a Third-Party Service is governed by that provider’s own terms and privacy policy, and you are responsible for complying with them and for any authorizations you grant. When you connect a Third-Party Service, you authorize us to access and exchange data with it to provide the integration.

When you connect a scheduling provider, you connect your own calendar account (such as Google or Microsoft) inside that provider; Panko exchanges booking data with the scheduling provider and does not directly access your Google or Microsoft account or receive its credentials.

We are not responsible for Third-Party Services, and we do not control and are not liable for their availability, accuracy, or practices. If a Third-Party Service becomes unavailable or changes, the related features may stop working. You can disconnect an integration at any time as described in the Privacy Policy and in the Service.

8. Electronic signatures, contracts, and communications

8.1 Electronic transactions with Panko

You agree that these Terms and any other agreement, disclosure, or notice we provide electronically satisfy any legal requirement that such communications be in writing, and you consent to transact with us electronically and to the use of electronic signatures and records in your relationship with us.

8.2 E-signature features

The Service includes features that let a Customer create, send, and collect legally binding electronic signatures on contracts and other documents (directly or through an e-signature provider we integrate). By using these features, you acknowledge and agree that:

• Contracts and documents executed through the Service are between you and your signers (or among your signers); Panko is not a party to them.
• You are responsible for complying with laws governing electronic signatures and records, including the federal ESIGN Act and applicable state UETA — including providing your signers any required consent disclosures and hardware/software requirements, the ability to withdraw consent, and access to paper or non-electronic copies where required.
• You are responsible for the content, accuracy, and enforceability of the documents you send and for verifying signer identity to the extent you require. Panko provides the tooling and signature/audit records but does not guarantee the legal validity or enforceability of any document and does not provide legal advice.

8.3 Messaging and communications compliance

When you use the Service to send email — and, if enabled, SMS/text or voice communications — to your End Users, you are responsible for complying with applicable communications laws, including the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA) and related rules. This includes obtaining any required consent, honoring opt-out/unsubscribe and “STOP” requests, and providing accurate sender identification. If SMS/text features are enabled, standard message-and-data rates may apply to recipients, and opt-out keywords will be honored. You are solely responsible for the content of communications you send through the Service.

9. Fees and payments

9.1 Fees for the Service

These are the amounts you pay Panko to use the Service.

• Fees. You agree to pay the fees for the plan you select. Fees, billing frequency, and any usage limits are as presented at sign-up or in an order or written agreement between us.
• Payment. Unless otherwise agreed, fees are due in advance and are billed on a recurring basis for the subscription term. You authorize us (or our payment processor, if any) to charge your designated payment method for all amounts due.
• Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, and similar taxes, other than taxes on our net income.
• Late or failed payments. If a payment is overdue, we may suspend the Service after reasonable notice until amounts are paid. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• No refunds. Except as required by law or expressly stated, fees are non-refundable and are not prorated on cancellation.
• Changes. We may change fees for a renewal term by giving you notice before the start of that term.

9.2 Payment processing (Stripe Connect)

These are payments you collect from your own clients through the Service — a separate money flow from the Service fees in Section 9.1. The Service uses Stripe, via Stripe Connect with a Standard connected account. If you use this feature:

• You contract with Stripe directly. You must create or connect your own Stripe account and agree to Stripe’s applicable terms (including the Stripe Services Agreement / Connected Account Agreement). Stripe — not Panko — is the payment processor and provides the Stripe Dashboard where you manage payments, payouts, refunds, and disputes.
• Panko is not the merchant or a party to the payment. Payments you accept are transactions between you and your clients. Panko is not a money transmitter, merchant of record, or party to those transactions, and does not hold or disburse your funds.
• Stripe handles payment data and PCI. Card and bank details are collected and processed by Stripe on its systems; Panko does not store full card or bank account numbers.
• Fees for payments. Panko does not charge a platform or application fee on payments you accept; you pay Stripe’s standard processing fees directly to Stripe under your agreement with Stripe.
• Refunds and disputes. You issue refunds through your Stripe Dashboard (the Service reflects refund status), and you are responsible for handling any chargebacks and disputes with your clients and Stripe. You are also responsible for complying with Stripe’s terms, applicable card-network rules, and law, and for your own pricing and taxes.
• Legal-entity information. If you configure a legal entity (such as a legal name and taxpayer identification number) to appear on your invoices, you are responsible for its accuracy.
• No responsibility for Stripe. Panko is not responsible or liable for Stripe’s services, including payouts, holds, reserves, fees, disputes, or availability.

9.3 Card surcharges and payment pricing

The Service lets you optionally add a credit-card surcharge or a bank-payment discount to amounts your clients pay. If you enable these features:

• The Service applies a card surcharge only to credit cards (never to debit or prepaid cards, or to cards whose type cannot be determined) and shows the payer the adjusted total with a disclosure before they confirm payment.
• You are solely responsible for ensuring that your use of surcharges complies with all applicable legal, card-network, and other requirements — including state laws that prohibit or cap surcharging and any card-network registration, disclosure, or cap rules. Surcharging is prohibited or restricted in some U.S. states.
• Panko provides the configuration tooling only and does not warrant that surcharging is lawful in any particular jurisdiction or circumstance.

10. Free trials and beta features

If we offer a free trial or a feature designated as “beta,” “preview,” or “early access,” it is provided “as is” and may be modified or discontinued at any time. We may impose additional terms on trials and beta features, and any data you enter during a trial may be deleted if you do not subscribe.

11. Intellectual property

The Service, including all software, text, designs, and other materials we provide (excluding Customer Data), and all intellectual-property rights in them, are owned by Panko or our licensors. These Terms do not transfer any ownership to you. “Panko” and our logos are our trademarks; you may not use them without our permission.

Open-source software. The Service includes open-source software components licensed under their own terms. Those licenses apply to the respective components in place of these Terms, and required attributions are listed in our Open Source Notices page, available within the Service or on our website.

Feedback. If you send us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

12. Confidentiality

Each party may receive the other’s non-public information (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, already known, independently developed, or rightfully received from a third party. Either party may disclose Confidential Information if required by law, giving reasonable notice where permitted.

13. Term, suspension, and termination

13.1 Term

These Terms apply while you have an Account or use the Service, and continue for each subscription term you purchase.

13.2 Suspension and termination

• By you. You may stop using the Service and cancel your subscription at any time as described in the Service; cancellation takes effect at the end of the current billing term.
• By us. We may suspend or terminate your access if you materially breach these Terms (including non-payment), if required by law, or if your use poses a security or legal risk to us or others. Where practicable, we will give notice and an opportunity to cure.

13.3 Effect of termination

On termination, your right to use the Service ends. You may export Customer Data before termination and, on request, for a limited period after (currently 90 days), after which we may delete or de-identify Customer Data in the ordinary course, except as we are required or permitted to retain it (backups, legal, tax, or accounting obligations). Sections that by their nature should survive (including 6.1, 8, 9 for accrued fees, 11, 12, 14, 15, 16, 17, and 19) survive termination.

14. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS. YOU ARE RESPONSIBLE FOR YOUR USE OF THE SERVICE AND FOR ANY DECISIONS MADE BASED ON IT, INCLUDING VENUE, EVENT, FOOD-SAFETY, ALLERGEN, AND CONTRACTUAL DECISIONS. THIRD-PARTY SERVICES ARE PROVIDED BY THEIR PROVIDERS, NOT BY US.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, arising out of or relating to the Service or these Terms, even if advised of the possibility of such damages.
• OUR TOTAL LIABILITY for all claims arising out of or relating to the Service or these Terms will not exceed the greater of (a) the amounts you paid us for the Service in the twelve (12) months before the event giving rise to the claim, or (b) US $100.

These limits do not apply to a party’s liability for its own gross negligence, willful misconduct, or fraud, to your payment obligations, or to the extent prohibited by law. Some states do not allow certain limitations, so some of the above may not apply to you.

16. Indemnification

You will defend, indemnify, and hold harmless Panko and its officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Customer Data or your collection, use, or sharing of it; (b) your or your Authorized Users’ or End Users’ use of the Service; (c) your violation of these Terms or of any law or third-party right; (d) the communications you send or the documents you execute through the Service (Section 8); (e) the payments you accept from your clients through the Service (Section 9.2); or (f) your use of Third-Party Services. We will notify you of the claim, allow you to control the defense (with our reasonable cooperation), and not settle a claim that imposes obligations on us without our consent.

17. Governing law and dispute resolution

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law rules, and by applicable U.S. federal law. The agreement to arbitrate in this Section is governed by the Federal Arbitration Act.

Informal resolution. Before starting arbitration, the parties agree to try to resolve the dispute informally by contacting each other and negotiating in good faith for at least 30 days.

Binding arbitration. Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (including the AAA’s Expedited Procedures for smaller claims), before a single arbitrator, seated in Northampton County, Pennsylvania or conducted by video conference. The arbitrator decides all issues, except that a court may decide the enforceability of the class-action waiver below. Judgment on the award may be entered by any court of competent jurisdiction.

Confidentiality of arbitration. The arbitration — including the existence of the dispute, all filings, evidence, and the award — will be kept confidential by the parties, except as reasonably necessary to enforce the award, to seek interim relief, or as required by law.

Class-action waiver. Disputes will be resolved only on an individual basis; you and Panko waive any right to bring or participate in a class, collective, consolidated, or representative action. If this waiver is found unenforceable for a particular claim, only that claim will be severed and heard in court, and the rest of the dispute will proceed in arbitration.

Limited court proceedings. Only for (a) a claim that qualifies for small-claims court, (b) a request for a temporary restraining order or injunction to protect intellectual property or confidential information, or (c) an action to compel arbitration or to enforce an arbitration award, either party may bring proceedings in the state or federal courts located in or serving Northampton County, Pennsylvania, and the parties consent to the exclusive jurisdiction and venue of those courts.

18. Changes to the Service and to these Terms

We may modify or discontinue features of the Service from time to time. We may also update these Terms; if we make material changes, we will update the “Last updated” date and provide reasonable notice (for example, by email or an in-app notice). Changes are effective when posted unless stated otherwise. Your continued use of the Service after changes take effect means you accept the updated Terms.

19. General

• Entire agreement. These Terms and the Privacy Policy (plus any order or written agreement we sign with you) are the entire agreement between us regarding the Service and supersede prior agreements on the subject.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. These Terms bind permitted successors and assigns.
• Severability. If any provision is unenforceable, the rest remains in effect.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or joint venture.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Notices. We may give notice by email to your Account address or by posting in the Service. Legal notices to us must be sent to the address below.
• U.S. export and sanctions. You represent that you are not located in, or a resident of, an embargoed country and are not on any U.S. government restricted-party list, and you will not use the Service in violation of U.S. export or sanctions laws.

20. Contact