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© 2019 EduSim

EduSim Terms of Service

Overview

Welcome to our platform and to EduSim, the digital platform for educators and students that provides tools and experiences to improve the learning process of languages (“Educational Tools”). The EduSim platform is provided by EduSim LLC. We've put together here some detailed terms and conditions about your use of the EduSim platform.

 

These Terms of Service, with our Privacy Policy, are also a resource for you to get a deeper understanding of your obligations and rights with respect to EduSim platform, including how we use information and data we collect from you. We may modify these Terms of Service from time to time as we deem appropriate, so you should check back in frequently to confirm the terms upon which you may use the Site and/or the EduSim. We will notify you of any modifications to these Terms by posting them on the Site and your use of the EduSim after the effective date of the updated Terms constitutes your agreement to the updated Terms.

 

The terms "Company", "we", "us" "our" and similar terms refer to EduSim LLC. The term “Community” refers to our online community of educators, students and other stakeholders in the educational field available through the EduSim platform. The terms “you,” “your,” “User” and similar terms refer to end users of our Platform within the Community. The term “Platform” refers to the digital EduSim platform as provided to Communities and Users at www.edusim.ai, messaging systems or add-ons provided by us for use with partner website(s) or mobile applications. “Terms” or “Agreement” refers to these Terms of Service, as may be amended from time to time by us. “Partners” refers to our third party corporate and school partners who may use or resell our Educational Tools to the Community. Other capitalized terms may be defined below in these Terms.

Acceptance of Terms of Service

These Terms, which include our Privacy Policy, are a binding legal agreement and govern your use of the Platform, including all features and functionalities, applications, updates, notifications and our user interfaces, and all content and software associated therewith.  By checking the “I accept the Terms & Conditions” box during the registration or by using the platform, you accept and agree to be bound by these Terms as amended from time to time. If you do not agree to these Terms, you are not authorized to use, and you should not use, the Platform.

Schools and Districts

Schools or Districts (“Schools”) may purchase a license or subscription to use the Platform for its educator community or to obtain data and reports on the use of Educational Tools and Reviews generated by use of the Platform. The School acknowledges and agrees that access to the Platform will be limited to the specified School Community. The School will not make available the Platform to anyone outside of the School Community without Company’s prior consent. The School understands that all members of the School Community will have access to all User Content shared through on the Platform by the School Community and to other linked School Communities, except as may be set forth below. The School further agrees that it will use its reasonable efforts to educate its School Community about proper use of the Platform and that we have the right to suspend or prohibit access to the Platform by any User in violation of these Terms. A School subscription may have restrictions on the number of authorized users, number and nature of reports and similar terms, all of which will be set forth in the School’s subscription.

Use of the Platform

Registration.  In order to use the Platform as part of the Community, you will need to provide to us certain basic information such as your true legal name, affiliated School Community (if applicable) and similar personal and professional information. You may also provide other information such as your role in the educational community, subject interests and grade levels. You agree that all information you provide to us will be complete, true and correct and that you will keep it up-to-date. During the registration process, you will choose a username for your use of the Platform. You will be solely liable for any use of the Platform under your account. You agree to notify us promptly of any unauthorized use or disclosure of your account. We reserve the right to refuse use of or revoke use of any User in our discretion.

 

You agree that we will have the right, but not obligation, to verify your identity as a member of a School Community. We reserve the right to suspend or terminate your account and use of the Platform if we believe any information you have provided during the registration process is inaccurate or incorrect or if you have registered as part of a School Community, if your School requests such suspension or termination for any reason or if you withdraw from the School or otherwise are no longer a member of the School Community.

 

Basic use of the Platform is offered free of charge to teachers and other educators.  However, we reserve the right to establish fees for use of the Platform at any time or to charge additional fees for premium services, data access or additional functionality.

User Obligations.  Your use of the Platform shall be solely for your own educational and academic use. You will comply with all applicable laws in connection with your use of the Platform. You will not attempt to circumnavigate or violate any security feature of the Platform, including accessing any Platform features, interactive areas, information or profiles for which you do not have permission or other content or information not intended for you.

 

All Users are responsible for their own use of the Platform.  As part of your use of the Platform, You agree that you will not:

  • interfere with, or attempt to interfere with, the normal operations of the Platform or any other User’s use of the Platform, including by overloading, flooding, spamming or crashing the Platform or its underlying systems or by altering any profile, reviews or other information provided by any User;

  • post, share, link to or submit any content or material that is libelous, defamatory, invasive of privacy or publicity rights, vulgar, profane, indecent, obscene, sexually explicit or exploitative;

  • use the Platform to harass, bully, threaten, humiliate, stalk or otherwise intimidate any other User, member of the Community or any third party;

  • post, share, link to or submit any content or material that constitutes hate speech, promotes violence against any group or person or is otherwise objectionable;

  • post, share, link to or submit any content or material that is fraudulent, false, misleading or deceptive;

  • post, share or disclose any personally identifiable information regarding any students;

  • impersonate or falsely suggest or claim an affiliation with any other person or entity;

  • seek to monetize the Platform, including by providing reviews or endorsements for payment or other consideration from any Partner or other third party;

  • violate or circumvent your School’s policies, including the School’s honor code;

  • collect, store or analyze information about other Users, except as authorized by such User;

  • expose Company, the School or Community to any civil or criminal liability; or

  • violate any applicable law or encourage conduct that would constitute a criminal offense.

Each User is responsible for the content that such User uploads, shares, posts, links to or otherwise makes available via the Platform (“User Content”). You represent and warrant that you own or have sufficient rights, permissions and licenses in and to all User Content, including without limitation, all photographs, images, video, audio or written materials.

 

We reserve the right, but not obligation, to review or monitor any User Content or use of the Platform and may remove or restrict access to any User Content we deem to be inappropriate, in violation of these Terms or applicable law.  We cannot and do not guarantee that you, as a User, will not be exposed to content you find objectionable or offensive and you waive any right to damages relating to such content. If we believe any User Content is in violation of any School policies or applicable law, we reserve the right to report such User Content and information regarding the User to the School or appropriate legal authorities. You understand and agree that we cannot control how other Users in the Community may use the Platform, including posting of offensive User Content, or use or share your User Content (on the Platform or otherwise) and release us from all liability arising from any other user’s acts.

Educational Tools

You are responsible for determining whether you wish to use any Educational Tool which may be made available through the Platform.

 

Privacy

Any personally identifying information submitted through the Platform is subject to our Privacy Policy, the terms of which are incorporated herein. Please review our Privacy Policy to understand our practices. The date of any changes to our Privacy Policy will be noted at the bottom of the policy.  We may use your personal information as described in the Privacy Policy. Additionally, we may send you notifications about new Platform features, Educational Tools for evaluation, special offers, promotional announcements and customer surveys via email, notifications within the Platform, text message or other methods. By using the Platform, you consent to receiving electronic communications from us regarding the Platform. If you are accessing the Platform pursuant to a School’s license or subscription agreement, the use of your personally identifying information may also be governed by a Data Confidentiality and Security Agreement between the School and EduSim.

 

Without limiting the provisions in our Privacy Policy or any Data Confidentiality and Security Agreement, you understand that any information, including your profile information and any User Content, will be available to the School Community and other linked School Communities, so do not post any information or content that you wish to keep private.

Intellectual Property

Ownership.  As between you and EduSim, the Platform, including all content, graphics, audio, video, pictures, trademarks, Platform marks, logos and other material on the Platform, and its underlying software (the “Software”), algorithms, databases, look and feel and arrangement, are the intellectual property of Company, subject to copyright and other intellectual property protections. EduSim mark and logo are the trademarks of Company. All rights in and to our website, the Platform and the Software not expressly granted herein are reserved by us. We grant you and you accept a non-exclusive, non-transferable, revocable license to use the Software solely for your own use of the Platform and in accordance with these Terms. All trademarks, service marks, logos and other branding elements associated with any School or Partner will be owned by their respective owners.

 

Restrictions.  You may not use any information provided on or through the Platform for any commercial purpose including by selling, buying, distributing, reposting or licensing any information or materials you may obtain through use of the Platform, including User Content.  You may not use any page-scraper, spider, robot or other automatic device or methodology to access, acquire, copy or monitor any contacts or content provided on or through the Platform. You may not copy, republish, mirror, transmit, perform, sell or distribute any part of the Platform, Reviews or User Content for any commercial or other purpose or other than as expressly permitted herein. You may not alter, modify or create derivative works of the Software or Platform and shall not access or attempt to access, reverse engineer, decompile or otherwise discover the source code of the Software. You will not use or access the Platform in order to develop any competing product or Platform or to conduct benchmarking tests.

 

User Content.   The User, or the applicable School, will retain ownership of all User Content created or posted by such User, subject to the license granted to us herein.  

Platform Feedback

We may from time to time request our Users to evaluate, assess or provide feedback regarding the Platform or proposed improvements or new functions for the Platform.  You agree that Company will own the results of any such evaluations and feedback and may use such results in its sole discretion. Any improvements, new features, or new Platforms that may be created or developed by Company based on User evaluations will be exclusively owned by Company without right of any User to consideration or attribution.

 

Maintenance of the Platform; Changes

We reserve the right to issue corrections or modifications or upgraded versions of the Platform and Software at any time in our discretion.  From time to time and with or without notice, the Platform may be unavailable so that we may perform ongoing, scheduled or emergency corrections or upgrades; provided, that if practicable, we will use good faith efforts to notify you in advance.   We may also establish additional rules, limits or policies regarding the Platform and you agree that your compliance with such rules, limits or policies shall be a condition of your continued use of the Platform, or the applicable function.

 

Termination

We may at any time cease to continue operating part or all or selectively disable certain aspects of the Platform, including at the request of the School. You may cease using the Platform at any time; provided that you acknowledge and agree that all User Content posted by you prior to such time will continue to be available on and through the Platform. We may terminate your use of the Platform if you violate these Terms with or without prior notice to you.

WARRANTY DISCLAIMER

THE PLATFORM AND SOFTWARE IS PROVIDED ON AN "AS IS" WHERE IS" BASIS. WE HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE PLATFORM, SOFTWARE OR ITS CONTENT, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, AND NON-INFRINGEMENT OF ANY THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS.   COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, ROBUSTNESS, SECURITY OR COMPLETENESS OF THE PLATFORM, THE SOFTWARE OR ITS CONTENT, OR OTHERWISE. WE MAKE NO WARRANTIES OR GUARANTEES REGARDING THE AVAILABILITY OR RELIABILITY OF THE PLATFORM OR THAT THE PLATFORM WILL BE ACCESSIBLE AT ANY SPECIFIC TIME. ALL USE OF THE PLATFORM IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE PLATFORM, YOUR SOLE REMEDY IS TO DISCONTINUE USE AND OBTAIN A REFUND FOR ADVANCE PAYMENTS, IF ANY, AS SET FORTH IN THESE TERMS.

 

If you are an individual User, we hereby expressly disclaim, and you accept such disclaimer, any liability for any loss or damage to you or any other User arising from your use of the Platform.  If you have a dispute with the School, any Educational Partner or any other User regarding any User Content, Educational Tool or the use of the Platform, you hereby release us from any and all liability, claims, demand and damages associated with such User or such transaction.

 

LIMITATION ON LIABILITY

IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO ANY INDIVIDUAL USER IN CONNECTION WITH USE OF THE PLATFORM, EXCEED THE LESSER OF (I) $50 AND (II) THE TOTAL AMOUNT THAT YOU PAID TO US FOR USE OF THE PLATFORM, WHETHER SUCH LIABILITY IS BASED IN CONTRACT, TORT OR OTHERWISE.  IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, AND/OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, PROFITS OR BUSINESS. Any claim or cause of action by you must be brought within one (1) year following the occurrence of the event resulting in such claim or action. These limitations shall apply regardless of whether we knew, should have known or were forewarned of the possibility of such damages, but will not apply to any intentional damage or damage caused by our knowing violation of applicable law.

 

Some jurisdictions do not allow for limitations of liability or warranty so these may not apply to you.

 

Indemnification

You hereby agree to indemnify, defend and hold Company and its affiliates and each of their owners, members, directors, officers, managers, employees, independent contractors, subcontractors, agents and representative ("Indemnified Parties") harmless from any claim, cause of action, proceeding, liability, taxes, damages, loss, attorney fees, cost and expenses arising from or related to (i) your breach of these Terms and/or (ii) your use of the Platform, including any User Content you may submit or post on the Platform.

 

Miscellaneous Provisions

Assignment.   You may not assign your rights hereunder. We can assign our rights hereunder at any time without restriction.

 

Governing Law. To the extent permitted by law, these Terms, your use of the Platform are governed by Delaware law, without giving effect to its conflict of law provisions.

 

Entire Agreement.   These Terms together with the Order Form (if applicable), the Privacy Policy and any other legal notices or policies published by us through the Platform, constitute the entire agreement between you and Company concerning your use of the Platform. Any modification of these Terms or an Order Form must be in a writing executed by a duly authorized officer of Company.  Notices. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Arbitration Provisions

ANY CONTROVERSY OR DISPUTE BETWEEN COMPANY AND YOU ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE AND/OR YOUR USE OF THE PLATFORM THAT CANNOT BE SETTLED BY MUTUAL AGREEMENT SHALL BE EXCLUSIVELY AND FINALLY SETTLED BY ARBITRATION. THE ARBITRATION SHALL BE BEFORE THE AMERICAN ARBITRATION ASSOCIATION (THE "AAA"), IN RALEIGH, NC, AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

 

ALL NOTICES AND REQUESTS FOR ARBITRATION SHALL BE MADE IN COMPLIANCE WITH THE RULES SET FORTH BY THE AAA. IN THE EVENT THAT ANY PARTY TO THIS AGREEMENT DESIRES TO SEEK ARBITRATION, IN ADDITION TO COMPLIANCE WITH THE RULES SET FORTH BY THE AAA, THE PARTY REQUESTING ARBITRATION SHALL GIVE WRITTEN NOTICE TO THE OTHER PARTY AT LEAST TEN (10) DAYS PRIOR TO FILING ITS REQUEST WITH THE AAA. THIS NOTICE SHALL SET FORTH THE NATURE OF THE DISPUTE, THE AMOUNT INVOLVED (IF ANY), AND THE REMEDY SOUGHT.

 

YOU AND WE AGREE THAT ANY CLAIM SHALL BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, THEREBY WAIVING THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN A CLASS ACTION RELATING IN ANY WAY TO A DISPUTE.

 

THE PARTIES UNDERSTAND THAT ARBITRATION IS FINAL AND BINDING ON THE PARTIES. THE PARTIES FURTHER UNDERSTAND THAT BY SIGNING THIS AGREEMENT THEY ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL. NOTWITHSTANDING THIS PROVISION, THE PARTIES AGREE THAT COMPANY MAY SEEK IMMEDIATE INJUNCTIVE RELIEF IN ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OR PERSONS FOR WHICH RELIEF IS SOUGHT. JUDGMENT ON ANY AWARD RENDERED BY THE ARBITRATOR(S) MUST BE ENTERED AND CONFIRMED EXCLUSIVELY IN ANY COURT HAVING JURISDICTION.

 

ALL AWARDS SHALL BE MADE IN CONFORMITY WITH THE AAA RULES AND THE PARTIES UNDERSTAND THAT THE ARBITRATOR(S) MAY AWARD MONETARY DAMAGES AND ARE AUTHORIZED TO GRANT PRE-AWARD AND POST-AWARD INTEREST AT COMMERCIAL RATES ON ANY MONETARY AWARD. ANY SUCH AWARDS SHALL BE SUBJECT THE LIMITATION OF LIABILITIES SET FORTH HEREIN.

You consent and submit to the sole jurisdiction and venue of the state or federal courts of the state of Delaware.

 

Attorneys Fees.  We shall be entitled to our reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with the enforcement of these Terms of Service against you.

 

How to contact us

If you have any questions regarding these Terms of Service, you may contact us at info@edusim.co