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dweldon committed Jan 9, 2019
1 parent a99745a commit 3164096e399cb3a05c7aeac4e3b3a0202895444a
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  1. +99 −82 terms.md
181 terms.md
@@ -2,24 +2,31 @@

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__").
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.

BY USING OR ACCESSING ANY PART OF THE SERVICE, OR BY CLICKING A BUTTON OR
CHECKING A BOX MARKED “I AGREE” (OR SOMETHING SIMILAR), YOU (THE "__USER__"
OR “__YOU__”) SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND
BY ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN; AND TO THE COLLECTION
AND USE OF YOUR INFORMATION AS SET FORTH IN OUR PRIVACY POLICY, LOCATED AT
<https://www.edthena.com/privacy>, WHETHER OR NOT YOU ARE A REGISTERED USER OF
THE SERVICE. IF YOU NOT AGREE, DO NOT USE OR ACCESS THE SERVICE.
BY USING OR ACCESSING ANY PART OF THE SERVICE, BY CLICKING A BUTTON OR CHECKING
A BOX MARKED “I AGREE” (OR SOMETHING SIMILAR), OR EXECUTING AN ORDER
(DEFINED BELOW), YOU (THE "__USER__" OR "__YOU__") SIGNIFY THAT YOU HAVE READ,
UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED
HEREIN; AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN OUR
PRIVACY POLICY, LOCATED AT <https://www.edthena.com/privacy>, WHETHER OR NOT
YOU ARE A REGISTERED USER OF THE SERVICE. IF YOU NOT AGREE, DO NOT USE OR
ACCESS THE SERVICE.

__Please read this Agreement carefully to ensure that you understand each
provision. This Agreement contains a mandatory individual arbitration and
@@ -51,7 +58,7 @@ __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 Services,
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
@@ -66,18 +73,24 @@ 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 services 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 a User Account on behalf of a school, educational institution,
organization, or other entity, then (i) “you” includes you and that entity,
and (ii) you represent and warrant that you are an authorized representative of
the entity with the authority to bind the entity to this Agreement, and that
you agree to this Agreement on the entity’s behalf. 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.
__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,
@@ -121,7 +134,7 @@ 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
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
@@ -159,7 +172,7 @@ accordance with your User settings.

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 <support@edthena.com> to delete content and terminate
by written request to <support@edthena.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
@@ -224,7 +237,7 @@ 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
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.

@@ -236,28 +249,28 @@ remove any User Submission(s) at any time (with or without notice).

## 4. SOFTWARE

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,
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.

## 5. RESTRICTIONS
@@ -341,15 +354,13 @@ 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
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. For avoidance of doubt, a User’s
indemnification obligations do not extend to the actions of related or
affiliated Users.
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

@@ -420,10 +431,18 @@ is greater.
__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. 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.
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
@@ -503,17 +522,16 @@ 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.
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
@@ -548,12 +566,12 @@ incorporated herein by this reference.

__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
("__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”).
Privacy Act ("__FERPA__"), 20 U.S.C. § 1232(g) ("__Student Data__").

__14.2 Confidentiality.__ R3 Collaboratives agrees to treat Student Data as
confidential and not to share it with third parties other than as described in
@@ -574,9 +592,9 @@ 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
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.
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
@@ -594,7 +612,7 @@ 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.

The Children’s Online Privacy and Protection Act (COPPA) requires that
The Children’s Online Privacy and Protection Act ("COPPA") requires that
online service providers obtain parental consent before collecting personal
information from children under 13. R3 Collaboratives does not intentionally
collect personal information from a child under 13. If you provide in User
@@ -887,5 +905,4 @@ Attn: Adam Geller<br>
95 Third Street Fl 2<br>
San Francisco, CA 94103<br>

Effective Date: August 23, 2016
Last updated: June 1, 2018 (spelling, address, or other nonmaterial updates)
Effective Date: January 9, 2019

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