1. Binding Agreement
(a) This Agreement is a legally binding agreement. By using the Website, you agree to all of the terms and conditions set forth herein.
(b) We reserve the right, at our sole and absolute discretion, to change, modify, add, or remove provisions of this Agreement at any time.
(a) In order to use the Website you must be 13 years of age or older. If you under the age of 13, your parent or guardian must provide their written consent.
3. User Registration
(a) In order to access the teacher portal or the student portal of the Website you must be registered as a user (“User”). You will either create a password and user name for access to the portal or you will be assigned a user name and password by the school or school district that has authorized your use of the Website.
(b) As a User, you represent and warrant that the information you provide to us is accurate, truthful, and complete, and that you will keep your registration information accurate and up-to-date. You agree to keep your user name and password confidential and shall not permit anyone other than yourself to use your user name and password.
(a) Your access to the Website and the Services shall be valid for the period established by the school or school district that authorized your access.
(b) Your access may be terminated at any time, with or without notice, in the event that you have breached any obligation under this Agreement, the school or school district that authorized your access withdraws its authorization or the school or school district that authorized your access has breached its obligations to us.
5. Prohibited Activities
(a) Prohibited Uses. There are certain restrictions on your use of the Website and the Services (“Prohibited Uses”). Any Prohibited Use may subject you to civil and/or criminal liability. We reserve the right investigate and take appropriate action against anyone who violates any of the following prohibitions: (i) attempting to impersonate another user or person; (ii) creating or attempting to create liability for us or cause us to lose (in whole or in part) the services of our internet service providers or other suppliers; (iii) engaging in any criminal or tortious activity in connection with your use of the Website; (iv) harvesting or scraping any content from the Website; (v) recording, mining or processing information about other users; (vi) using any information obtained from the Website in order to harass, abuse, or harm another person; (vii) using any robot, spider, other automatic device, or manual process to monitor or copy the Website or the contents or information contained therein without our prior express written consent; or (vii) interfering or attempting to interfere with any function of the Website.
(b) Prohibited Content. Certain content shall not be submitted to us through the Website (“Prohibited Content”). We reserve the right to terminate the receipt or transmission of any Prohibited Content, and, if applicable, to delete, edit or disable any Prohibited Content. We also reserve the right to investigate and take appropriate legal action against anyone who violates this section. Prohibited Content includes content that: (i) is patently oﬀensive and promotes racism, bigotry, or hatred; (ii) is libelous, defamatory, obscene, or pornographic; (iii) advocates or encourages conduct that could constitute a criminal oﬀense, give rise to civil liability, or otherwise violate an applicable law or regulation; (iv) is used for advertising purposes or otherwise solicits funds, or solicits goods or services; (v) is likely to cause harm to our web servers, oﬃce computers, or any other computer system; (vi) violates any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (vii) is intended to harasses or advocates harassment of another person; or (vii) involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, or communications.
6. User-Submitted Content and Communications
(a) With respect to any content you submit to us through the Website (the “User Content”), you represent and warrant at all times that: (i) you own such User Content or otherwise have the right to grant us a license to use such content, (ii) submission of such User Content to us does not violate any copyright, trademark, trade secret or other intellectual property right of any third party, and (iii) submission of such User Content to us does not violate the privacy rights, publicity rights, or any other rights of any person or entity. You agree to pay all royalties, fees and any other monies owed to any person by reason of any User Content submitted by you to us.
(b) You grant to us our aﬃliates, oﬃcers, directors, employees, consultants, agents, representatives, successors and assigns an irrevocable perpetual license to use User Content, including without limitation a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, sell, translate and reform such User Content. Such license shall be valid worldwide, fully-paid and royalty-free (meaning we are not required to pay you for any User Content you submit), and sublicensable (meaning we may provide the User Content for use by others. You acknowledge that other users of the Website may download your User Content and that we shall not be responsible or liable for any damage, loss or harm resulting from such download of your User Content.
(c) You agree that we may, without notice, delete or remove any User Content that violates this Agreement, or that might be offensive, illegal, or violate the rights of, harm, or threaten the safety of users or others. You understand that any User Content removed by you or us may persist as archived copies until such copies are overwritten or destroyed in the normal course of our business and may remain with users who have previously accessed or downloaded User Content.
(d) You acknowledge that transmission to and from the Website are not confidential and your communications may be read or intercepted by others. You acknowledge that by submitting communications to us, no confidential, fiduciary, contractually implied or other relationship is created between you and us other than this Agreement.
7. Third-Party Links and Content
(a) The Website may contain hyperlinks to third-party websites and content from third parties. When you access third-party websites or content through the Website, you do so at your own risk. We in no way investigates, monitors or checks the accuracy or completeness of such third-party websites or content, and we are not responsible for any objectionable, inaccurate, misleading or unlawful content that may reside thereon or therein.
(b) Third-party websites may, from time to time, publish hyperlinks that redirect users to the Website. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage, loss, or harm caused or alleged to be caused by or in connection with your use of or reliance on any third-party site or third-party content.
8. Intellectual Property
(a) We own the intellectual property rights in the Website and its contents (the “Website Material”), including, but not limited to, the text, graphics, and images on the Website.
(b) Unless expressly authorized by us in writing, the Website Material may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without our prior written consent of, except solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Website Material. Modification or use of the Website Material except as expressly provided in this Agreement violates our intellectual property rights or the intellectual property rights of our licensor. Neither title nor intellectual property rights are transferred to you by access to the Website.
9. Limited License to the Website Material
(a) We grant to you a limited, revocable, and non-transferrable license to view and download a single copy of the Website Material, to the extent necessary for you to use the Services.
(b) You agree to retain all copyright and other proprietary notices contained in the original Website Material on any copy you make of such material. You may not sell or modify the Website Material or reproduce, display, distribute or otherwise use the Website Material in any way for any commercial purpose.
(c) Use of the Website Material on any other website or in any networked environment is prohibited. The names, marks and logos appearing on the Website or included in the Website Material are, unless otherwise noted, trademarks owned or licensed by us.
(d) Unauthorized use of the Website Material violates copyright, trademark and other intellectual property laws.
11. Jurisdiction and Governing Law
This Agreement shall be construed in accordance with and governed by the laws of the United States and the State of California, without respect to any conﬂict of laws principles. You hereby irrevocably submit to the jurisdiction and venue of the courts situated in Los Angeles County, California with respect to any dispute, disagreement, or cause of action related to or involving the Website.
You agree to indemnify, defend and hold us and our owners, officers, directors, agents, contractors, subcontractor and employees (collectively, the “Indemnified Parties”) harmless from and against any and all allegations, demands, claims, liabilities, damages, fines, penalties or costs of any nature (including reasonable attorneys’ fees) (“Claims”) arising out of your breach of this Agreement or your negligence or willful misconduct.
13. Disclaimer of Warranties
(a) THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND ARE TO BE USED AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, OF ANY KIND, REGARDING THE WEBSITE AND THE SERVICES. THE WARRANTIES DISCLAIMED HEREIN INCLUDE, BUT ARE NOT LIMITED TO, ACCESSIBILITY, ACCURACY, AVAILABILITY, CAPABILITY, CAPACITY, COMPATIBILITY, COMPLETENESS, DESIGN, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, SECURITY AND FREEDOM FROM COMPUTER VIRUS, SUFFICIENCY, SUITABILITY AND TITLE.
(b) WE DO NOT WARRANT THAT THE WEBSITE, SERVICES OR THE FUNCTIONS CONTAINED IN THE WEBSITE WILL BE CONTINUOUSLY AVAILABLE, UNINTERRUPTED OR ERROR-FREE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ARE ACCURATE OR COMPLETE. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE AND SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, EFFECTIVENESS OR OTHERWISE.
(c) APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
14. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES AND/OR LOST PROFITS, IN CONNECTION WITH USE OF THE WEBSITE OR THE SERVICES.