Welcome to Edthena! The following terms and conditions (the "Agreement") govern all use of the "Edthena" mobile (including any tablet or similar devices) application or any future mobile applications ("App"), the website located at app.edthena.com or any future websites or any other websites we own or operate ("Site"), our online and/or mobile services and software provided on or in connection with the services ("Software") (collectively, the "Service"). The Service is owned and operated by R3 Collaboratives, Inc. ("R3 Collaboratives"). Users of the Service include without limitation: (i) schools, school districts, universities and other organizations ("Subscribers") who make the Service available to their users; (ii) a Subscriber’s employees, consultants, contractors, customers, agents and any other User accessing and using the Service on behalf of a Subscriber and (iii) any other visitors, users, and others who access the Service (collectively, "Users"). This Agreement applies to all Users.
The Service is offered subject to your acceptance, without modification, of all of this Agreement and all other operating rules, policies and procedures that may be published from time to time on the Site by R3 Collaboratives.
Please read this Agreement carefully to ensure that you understand each provision. This Agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
R3 Collaboratives reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement as provided herein.
1.1 Eligibility. This is a contract between you and R3 Collaboratives. You must read and agree to these terms before using the Service. You may use the Service only if you can form a binding contract with R3 Collaboratives, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by R3 Collaboratives.
User certifies to R3 Collaboratives that if User is an individual (i.e., not a corporation) User is at least 18 years of age. User also certifies that User is legally permitted to use the Service and takes full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
1.2 Limited License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, non-transferable, freely revocable license to use the Service solely for User's own personal use, and not for the use or benefit of any third party, and solely as permitted by the features of the Service. R3 Collaboratives may change, suspend or discontinue the Service, including the availability of any feature, database or content, at any time in its sole discretion. R3 Collaboratives may also impose limits on certain features and services or restrict User's access to parts or all of the Services without notice or liability.
1.3 Notification Procedures and Changes to the Agreement. R3 Collaboratives reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or in the App, or by sending User a notice via email or postal mail. We will also update the ‘last updated’ date at the bottom of this page. User shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Service by User following such notification constitutes User's acceptance of the terms and conditions of this Agreement as modified.
1.4 User Accounts. Your account on the Service (your "User Account") gives you access to the Service and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of Users. If you open an account or place an Order on behalf of a Subscriber, organization, or other legal entity, then (i) “you” and “your” includes you, that Subscriber, and any and all authorized Users and (ii) you represent and warrant that you are an authorized representative of the Subscriber with the authority to bind the Subscriber to this Agreement, and that you agree to this Agreement on the Subscriber’s behalf. You further acknowledge and agree that if you are opening an account or otherwise using the Service as or on behalf of a Subscriber, your employees, consultants, contractors, customers, agents and any other User authorized to use the Service in connection with your or your Subscriber’s account must create their own accounts and must separately agree to be bound by this Agreement. By connecting to the Service with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords with your User Account. You must notify R3 Collaboratives immediately of any breach of security or unauthorized use of your User Account. R3 Collaboratives will not be liable for any losses caused by any unauthorized use of your User Account. R3 Collaboratives reserves the right, in its discretion, to cancel or refuse registration of an R3 Collaboratives User ID. User shall be responsible for maintaining the confidentiality of User's R3 Collaboratives password and other account information.
If you access the Service via a tokenized URL or other method as provided by R3 Collaboratives, you agree only to access such URL or other method if you were the intended recipient and you shall not share your access with any third party.
You may control your User profile and how you interact with the Service by changing the settings in your settings page. By providing R3 Collaboratives your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out using the unsubscribe link on any such email messages. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
2. SERVICE CONTENT
User agrees that, except for your User Submission(s), the Service and all content and materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (collectively, "Content") and all intellectual property rights related thereto, are the exclusive property of R3 Collaboratives and its licensors and are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by R3 Collaboratives in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such Content. However, User may print or download a reasonable number of copies of such materials or content for User's own informational purposes; provided, that User retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any content, materials or design elements on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited without the express prior written permission of R3 Collaboratives. Any rights not expressly granted herein are reserved.
3. USER CONTENT
The Service permits the submission of videos, images, recordings or other communications (such as comments or feedback on other Users’ content) submitted by User ("User Submission(s)") and the hosting, sharing, and/or publishing of such User Submission(s) (which may be subject to fees).
User shall be solely responsible for User's User Submission(s) and the consequences of posting or publishing them. User agrees that R3 Collaboratives has no liability with respect to any User Submission(s), including, without limitation, any content contained within the User's User Submission(s), and User hereby irrevocably release R3 Collaboratives and its officers and directors, employees, agents, representatives and affiliates, from any and all liability arising out of or relating to User Submission(s) or any part thereof.
Except as necessary to exercise the rights and obligations of R3 Collaboratives expressly granted under this Agreement, User Submission(s) may be withdrawn by written request to email@example.com to delete content and terminate User's account. Deletion requests for User Submissions provided under a license offered by an Educational Institution, employer, or other enterprise must be authorized by the enterprise account holder. We may not be able to delete comments or feedback you leave for other Users or other User Submissions.
R3 Collaboratives may derive information from your User Submission(s), together or in combination with information derived from other User Submission(s) for the purpose of compiling information regarding users of the Service as a whole for purposes of operating, analyzing, improving or marketing the Service. If R3 Collaboratives shares or publicly discloses such information to a third party, the information will be anonymized and aggregated in a form that does not personally identify any individual or Educational Institution.
In connection with User's User Submission(s), User affirms, represents, and warrants that: (i) User owns or has the necessary licenses, rights, consents, and permissions to use and authorize R3 Collaboratives to use each and every image and sound contained in each such User Submission and to enable inclusion and use of such User Submission(s) in the manner contemplated by the Service and this Agreement; (ii) User has the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submission(s) in the manner contemplated by the Service and this Agreement; (iii) to the extent that User Submission contains information that may be subject to privacy laws, including and not limited to the Family Education Rights and Privacy Act (FERPA), the Children’s Online Privacy Protection Act (COPPA), and state student data privacy laws, User is solely responsible for assuring compliance with such laws, including providing notice and obtaining all necessary consents to share the personal information contained in the User Submission with R3 Collaboratives and/or with any other User of the Service, and (iv) the posting of your User Submission on or through the Site, the App or the Service, or otherwise does not violate the privacy rights, publicity rights, intellectual property rights, contract rights, or any other rights of any person or entity. If you are located outside the United States, you are required to comply with these Terms and all regulations and laws governing the privacy of children and children’s Personal Information in your territory. You represent and warrant that you are in compliance with all applicable data protection laws governing the protection of Personal Information and the sharing of student education records. User agrees to pay all royalties, fees, and other monies owing any person or entity by reason of any content posted by User to or through the Service.
User further agrees that User will not: (i) publish falsehoods or misrepresentations that could damage R3 Collaboratives or any third party; (ii) submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable; (iii) post advertisements or solicitations of business; (iv) impersonate another person, including by using another User’s account; (v) submit material that is copyrighted, protected by trade secret or otherwise subject to third party intellectual property or proprietary or other rights, including privacy and publicity right, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant R3 Collaboratives and other Users all of the license rights granted herein; (vi) submit material that is unsuitable for minors in any country or seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details, distributing their name, image or likeness without consent, or otherwise; (vii) post User Submission(s) that may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (viii) post User Submission(s) that may create a risk of any other loss or damage to any person or property; (ix) post User Submission(s) that contain any information or content that you know is not correct and current; or (x) post User Submission(s) that violate any school or other applicable policy, including those related to cheating or ethics.
R3 Collaboratives does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and R3 Collaboratives expressly disclaims any and all responsibility or liability in connection with User Submission(s). R3 Collaboratives reserves the right to, in its sole discretion, remove any User Submission(s) at any time (with or without notice).
With respect to any video management software that User is authorized by R3 Collaboratives to download via the Service, R3 Collaboratives grants User a personal, nontransferable, nonsublicensable, nonexclusive license to use such software solely for compressing and uploading videos to User's website for non-commercial purposes. For avoidance of doubt, such software shall be considered “Software” hereunder. In addition to any other restrictions on the Service, User shall not, nor permit anyone else to, directly or indirectly: (i) copy, modify, or distribute the Software; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Software (except that this restriction shall not apply to the limited extent restrictions on reverse engineering prohibited by applicable local law); (iii) rent, lease, or use the Software for timesharing or service bureau purposes, or otherwise use such software for any commercial purpose; (iv) remove, modify, or obscure any legends, trademarks, copyright notices or other proprietary rights notices contained on or in the Software; or (v) sell, resell, lease, license, sublicense, rent, distribute disclose or encumber the Software. Source code for parts of the Software may be available for use, modification and distribution under open source licenses, which, if any, can be found at http://www.gnu.org/licenses/old-licenses/gpl-2.0.html. Nothing in this Agreement will be construed to limit any rights granted under such open source licenses (if any). This Agreement does not entitle User to any support, upgrades, patches, enhancements or fixes for the Software.
Users shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. R3 Collaboratives reserves the right to bar any such activity.
Users shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any R3 Collaboratives server, or to any of the services offered on or through the Service, by hacking, password "mining", or any other illegitimate means.
Users shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service. User shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Service, or any other customer of R3 Collaboratives, including any R3 Collaboratives account not owned by User, to its source, or exploit the Service or any service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User's own information, as provided for by the Service.
Users shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or R3 Collaboratives' systems or networks, or any systems or networks connected to the Service or to R3 Collaboratives.
Users shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service.
Users shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal User sends to R3 Collaboratives on or through the Service. User shall not, in connection with the Service, pretend (e.g. through impersonation) that User is any other individual or entity.
Users shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement, or that infringes the rights of R3 Collaboratives or others.
Additionally, Users shall not engage in any of the following prohibited activities: (i) uploading invalid data, viruses, worms, or other software agents through the Service; (ii) collecting or harvesting any personally identifiable information, including account names, from the Service; (iii) using the Service for any commercial solicitation purposes; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; or (v) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”.
6. THIRD PARTY SITES
The Services may permit User to link to other websites or resources on the Internet, and other websites or resources may contain links to the Services. These other websites are not under R3 Collaboratives' control, and User acknowledges that R3 Collaboratives is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by R3 Collaboratives.
User is responsible for all of its activity in connection with the Service. User shall defend, indemnify, and hold harmless R3 Collaboratives, its affiliates, and each of its and its affiliates' employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from (i) User's use or misuse of the Service; (ii) your User Submission(s) or any content that is submitted via your account (including another party’s access and use of the Service with your unique username, password or appropriate security code); (iii) otherwise from User's violation of this Agreement, including, without limitation, your breach of any of the representation and warranties above, or (iv) your willful misconduct.
8. WARRANTY DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED HEREIN THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE AND APP AND ANY SOFTWARE) IS PROVIDED ON AN "AS IS" OR “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. R3 COLLABORATIVES MAKE NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR (II) THE RESULTS OF USING THE SERVICE (OR ANY USER SUBMISSION(S)) WILL MEET USER'S REQUIREMENTS. USER'S USE OF THE SERVICE IS SOLELY AT USER'S OWN RISK.
FURTHER, R3 COLLABORATIVES DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND R3 COLLABORATIVES WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLCABLE LAW, IN NO EVENT SHALL R3 COLLABORATIVES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE (OR ANY CONTENT, PROGRAMS OR INFORMATION AVAILABLE THROUGH THE SERVICE): (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USER'S USE OF ANY CONTENT OR INFORMATION POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE AT OR THROUGH THE SERVICE, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) $500.00 (U.S.) OR (B) THE FEES PAID BY YOU TO R3 COLLABORATIVES HEREUNDER. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, R3 COLLABORATIVES SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING, DIRECTLY OR INDIRECTLY, FROM USER'S INABILITY TO ACCESS OR OTHERWISE USE THE SITE OR APP (INCLUDING, WITHOUT LIMITATION, ANY DELAYS OR INTERRUPTIONS DUE TO ELECTRONIC OR MECHANICAL EQUIPMENT FAILURES, DENIAL OF SERVICE ATTACKS, PROCESSING FAILURES, TELECOMMUNICATIONS OR INTERNET PROBLEMS OR UTILITY FAILURES).
To the maximum extent permitted by applicable law, Company assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Company, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Company hereunder or $100.00, whichever is greater.
10. FEES AND PAYMENT
10.1 Fees. Some features of the Service may require payment of fees. User shall pay (or shall have paid on User's behalf) all applicable fees, as described on the Site in connection with such for-fee services purchased by User. If you are a Subscriber and have executed an Order with R3 Collaboratives, you shall pay the applicable fees according to the payment terms set forth in the applicable Order. R3 Collaboratives reserves the right to change its prices and to institute new charges at any time, upon ninety (90) days’ prior notice to User, which may be sent by email or posted on the Site. All fees paid hereunder are non-refundable. An “Order” means R3 Collaboratives’ approved ordering document or process describing the products and services you are ordering from R3 Collaboratives. As applicable, the Order will identify: (i) the Service, (ii) the number and type of Users, (iii) the Pilot and/or Service Term (collectively, the "Term"), and (iv) (for paid Orders) the amount or rate you will be charged, the billing and renewal terms, applicable currency, and form of payment.
10.2 Payment Information. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
10.3 California Residents. The provider of the services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
R3 Collaboratives may terminate User's access to all or any part of the Service at any time, with or without cause, effective upon notice thereof to User (provided that, if R3 Collaboratives determines there may be an immediate threat to R3 Collaboratives, the Services or any Users of the Services, as determined by R3 Collaboratives in its sole and absolute discretion, R3 Collaboratives may terminate such access without notice). Upon termination notice from R3 Collaboratives, User will (i) no longer access (or attempt to access) the Service and (ii) delete all software (and copies thereof) provided in connection with the Service. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers and limitations of liability.
12. MOBILE DEVICE TERMS
12.1 App from The App Store. In the event the Service is available via an App in connection with a device provided by Apple, Inc. ("Apple"), the following shall apply:
Both You and R3 Collaboratives acknowledge that this Agreement is concluded between You and R3 Collaboratives only, and not with Apple, and that Apple is not responsible for the Application or any content available thru the App;
You will only use the App in connection with an Apple device that You own or control;
You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
In the event of any failure of the App to conform to any applicable warranty, including those implied by law, You may notify Apple of such failure; upon notification, Apple's sole warranty obligation to You will be to refund to You the purchase price, if any, of the App;
You acknowledge and agree that R3 Collaboratives, and not Apple, is responsible for addressing any claims You or any third party may have in relation to the App;
You acknowledge and agree that, in the event of any third party claim that the App or Your possession and use of the App infringes that third party's intellectual property rights, R3 Collaboratives, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
You represent and warrant that You are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that You are not listed on any U.S. Government list of prohibited or restricted parties;
Both You and R3 Collaboratives acknowledge and agree that, in Your use of the App, You will comply with any applicable third party terms of agreement, which may affect or be affected by such use; and
Both You and R3 Collaboratives acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of this Agreement, and that upon Your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as the third party beneficiary hereof.
12.2 App from Google Play Store. The following applies to if you acquire the App from the Google Play Store ("Google-Sourced Software"): (i) you acknowledge that the Agreement is between you and R3 Collaboratives only, and not with Google, Inc. ("Google"); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) R3 Collaboratives, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to R3 Collaboratives’ Google-Sourced Software.
You acknowledge and agree that, in the event of any third party claim that the App or Your possession and use of the App infringes that third party's intellectual property rights, R3 Collaboratives, and not Google, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
You represent and warrant that You are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that You are not listed on any U.S. Government list of prohibited or restricted parties.
13. EXPORT AND TRADE CONTROLS
User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or pursuant to the Service except in full compliance with all United States, foreign and other applicable laws and regulations. . You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
14. PRIVACY; PERSONAL INFORMATION AND STUDENT DATA
14.2 Student Data. To the extent that our Service is used by a College, University, local education agency, teacher, or other educational institution ("Educational Institution") (a) and its students as part of school curriculum (e.g., a teacher training program in a University, or (b) by teachers as part of a teachers improvement program, the Personal Information we collect through the Service may include personal information from “educational records” as defined by the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232(g) ("Student Data").
14.3 Student Data Access. To the extent that we collect Student Data through the provision of our Service, we may access, collect and process Student Data as a School Official with a legitimate educational interest pursuant to FERPA 34 CFR Part 99.31(a)(1). You agree that when R3 Collaboratives is acting as a School Official, as between the parties, the Educational Institution or authorized User of that Educational Institution owns and controls all Student Data.
14.4 Personal Information and Student Data Consents and Authority. To the extent applicable, you represent and warrant that you have the requisite consent and authority to provide Student Data, to R3 Collaboratives, or to authorize R3 Collaboratives to collect Student Data through the Service. To the extent that R3 Collaboratives collects Student Data, R3 Collaboratives and the Educational Institution, each agree to uphold their responsibilities under laws governing Personal Information and Student Data, including in the U.S. the Family Educational Rights and Privacy Act ("FERPA"), the Protection of Pupil Rights Amendment (PPRA), and the Children’s Online Privacy and Protection Act ("COPPA") and State laws, as applicable.
14.5. Personal Information of Non-Users, Which Could Include K12 Students. Through the course of providing our Services, it is possible that our Users submit User Submissions that contain personal information of individuals that are not Users of this Service and who are not covered under Agreements with R3 Collaboratives. For example, if a User who is a student-teacher in a University program records video of her work in a classroom at a local K12 school, the video may contain images of children, teachers, or other individuals who are not covered by the Agreement between R3 Collaboratives and the student-teacher’s University. To the extent that you provide personal information of non-users in User Submissions, including the personal information of K12 students, you represent and warrant that you comply with all the provisions of Section 3 User Submissions, above, and have all necessary rights to provide that information to R3 Collaboratives. We rely on each User to ensure that appropriate disclosures and consents are obtained, if necessary, to provide content contained in User Submissions to R3 Collaboratives.
14.6 User-Requested Third-Party Access. R3 Collaboratives may provide users the ability to use and access third-party services through the Service, and to share data, including Student Data if applicable, with third-parties through the Service. If explicitly instructed by you, by the Educational Institution or by another User authorized to provide such consent, you agree to allow us to provide access to data, including Student Data, to third parties through the Service. You acknowledge that we are not responsible for the data practices of third parties with whom you or your authorized Users elect to share Student Data, and that, as between us, you are solely responsible for the consequences of providing or transmitting data, including Student Data, to such third parties through the Service.
14.8 Data Localization. You acknowledge and agree that R3 Collaboratives will store and process Personal Information in various data centers around the world, including in the U.S., and that your Personal Information may not be stored or processed only within the country in which it was collected unless and except to the extent required by Law. If you are an Educational Institution or teacher, you warrant and agree that you have obtained all necessary consents for R3 Collaboratives to process such Personal Information in the U.S. and elsewhere in the world.
14.9 Security, Access and Support; Data Breach Notification. We have implemented commercially reasonable administrative, physical and technical safeguards designed to secure Personal Information, including Student Data, from unauthorized access, disclosure and use. In the event we have a reasonable, good faith belief that an unauthorized party has gained access to or been disclosed Student Data that we have collected or received through the Service, we will promptly notify the Educational Institution. If Personal Information, including Student Data, is acquired by an unauthorized party and such incident triggers any third-party notice requirements under applicable privacy laws, the Educational Institution shall be responsible for the timing, content and method of notice and for compliance with such laws for Users associated with the Educational Institution. R3 Collaboratives shall be responsible for the timing, content, cost and method of notice and compliance with such laws as they relate to Users that are not associated with an Educational Institution.
We will not be liable if for any reason the Service (or any part of it) is unavailable at any time or for any period. Additionally, access to the Service may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. Additionally, access to the internet, if employed, is your sole responsibility and the responsibility of the Internet provider(s) you select. R3 Collaboratives does not accept any responsibility for failure of the Service due to Internet facilities
15. MEMBER DISPUTES
User is solely responsible for your interactions with other Service users. R3 Collaboratives reserves the right, but has no obligation, to monitor disputes between User and other Service users. If User has a dispute with one or more users of the Service, User shall and hereby does release R3 Collaboratives (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If User is a California resident, User waives California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
All content included on the Site and/or App, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of R3 Collaboratives or its content suppliers and is protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of R3 Collaboratives and is protected by U.S. and international copyright laws. All software used on (or provided through) the Site is the property of R3 Collaboratives or its software suppliers and is protected by United States and international copyright laws.
17. ELECTRONIC COMMUNICATIONS
When User visits the Site or App or sends e-mails to R3 Collaboratives, User is communicating with R3 Collaboratives electronically. User hereby consents to receive communications from R3 Collaboratives electronically. R3 Collaboratives will communicate with User by e-mail or by posting notices on the Site. User agrees that all agreements, notices, disclosures and other communications that R3 Collaboratives provides to User electronically satisfy any legal requirements that such communications be in writing.
18.1 Waiver. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
18.2 Force Majeure. R3 Collaboratives shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond R3 Collaboratives' reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference).
18.3 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
18.4 Assignability. This Agreement is not assignable, transferable or sublicensable by User except with R3 Collaboratives' prior written consent. R3 Collaboratives may transfer, assign or delegate this Agreement and its rights and obligations without consent.
18.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in the City and County of San Francisco, California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree that the City and County of San Francisco, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable
18.6 Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from R3 Collaboratives. For any dispute with R3 Collaboratives, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that R3 Collaboratives has not been able to resolve a dispute it has with you after sixty (60) days, we each agree that any disputes arising with respect to this Agreement shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. ("JAMS"). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California, using the English language.
18.7 Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this Agreement, you and R3 Collaboratives are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
18.8 Entire Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.
18.9 Independent Contractor. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind R3 Collaboratives in any respect whatsoever.
19. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE
R3 Collaboratives has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of R3 Collaboratives' Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy.
It is R3 Collaboratives' policy to (1) block access to or remove content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.
A. Procedure for Reporting Copyright Infringements:
If User believes that content residing on or accessible through the R3 Collaboratives Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
Identification of works or materials being infringed;
Identification of the content that is claimed to be infringing including information regarding the location of the content that the copyright owner seeks to have removed, with sufficient detail so that R3 Collaboratives is capable of finding and verifying its existence;
Contact information about the notifier including address, telephone number and, if available, e-mail address;
A statement that the notifier has a good faith belief that the content is not authorized by the copyright owner, its agent, or the law; and
A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:
It is R3 Collaboratives' policy:
to remove or disable access to the infringing content;
to notify the content provider, member or user that it has removed or disabled access to the content;
that repeat offenders will have the infringing content removed from the system; and
to terminate such content provider's, member's or user's access to the service.
C. Procedure to Supply a Counter-Notice to the Designated Agent:
If the content provider, member or user believes that the content that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such content from the copyright owner, the copyright owner's agent or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:
A physical or electronic signature of the content provider, member or user;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that the content provider, member or user has a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Content provider's, member's or user's name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the content provider's, member's or user's address is located outside the United States, for any judicial district in which R3 Collaboratives is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Designated Agent, R3 Collaboratives may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at R3 Collaboratives' discretion.
Please contact R3 Collaboratives' Designated Agent to Receive Notification of Claimed Infringement at the following address:
Designated Agent to Receive Notification of Claimed Infringement:
R3 Collaboratives (Edthena) DMCA Claims
Attn: Adam Geller
95 Third Street Fl 2
San Francisco, CA 94103
Effective Date: January 9, 2019