TERMS OF SERVICE
Effective Date: 8 July 2019
1. Welcome and Introduction
Welcome to Mastery Coding! Mastery Coding is a set of tools and services designed to assist teachers and students teach and learn coding techniques and skills. It provides instructional and other support materials in that effort. In this Agreement, all these functions are included in the term “Services.” The term “Services” also includes Mastery Coding’s public-facing website and any of Master Coding’s subscription-based mobile applications and related players, widgets, tools, software, Content (as defined below), and other applications, as well as any other services and tools now known or later developed by Mastery Coding.
We hope you will carefully read through these Terms of Service (“Agreement”), since it is a binding agreement between you and Mastery Coding, Inc., a Delaware corporation (“Mastery Coding,” “Company,” “we,” “us,” “our”), which owns and operates the Services. It is effective when you access Master Coding’s website or sign up or otherwise use any of the Services or access any content or material that is made available by Mastery Coding through the Services (the “Content”).
For purposes of clarity, the term “Services” also includes all functionality made available through the Services, such as the help desk system, connectivity API’s, and related support services. Any new features which augment or enhance the current Services, including the release of new features or products, are also governed by this Agreement. Company reserves the right at any time to change or discontinue the Services with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any of the Services.
You may have signed up for the Services through a customer of Mastery Coding, such as a school entity, administrator, or other purchasing entity. Payment terms and the customer’s relationship with Mastery Coding is described in a separate agreement. As a user, however, you are responsible for the provisions contained in this Agreement.
Parents and guardians of children who use the Services are responsible for the conduct of their children while using the Services and must review and approve this Agreement in connection with such use. When this Agreement uses the word “you,” it refers to both the parent, guardian, or other caregiver authorizing the use of the Services and the child or other individual using the Services.
When you visit the Website or send e-mails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
3. Received Materials
If you send us any comments, or create any materials, or letters including, without limitation, questions, comments, suggestions, criticisms or the like (“Received Materials”), those Received Materials may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. Company shall have no obligation of any kind with respect to such Received Materials, and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Received Materials without limitation or restriction. Furthermore, Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you.
4. Changes to this Agreement
At certain times, we may in our discretion need to make revisions to this Agreement. If we do, we will notify you by posting notices on the website or by e-mailing you, as appropriate in the circumstances. If you continue using the Services after the effective date of the changes, you will be deemed to have accepted the revisions. If you do not agree to the revisions, you may terminate this Agreement by notifying us via e-mail at email@example.com. Any other changes to this Agreement must be in writing signed by both parties.
The term of this Agreement shall be as stated in Section 7(a) of the Mastery Coding Enterprise Agreement.
6. Trials and Beta Testing
From time to time, we or others on our behalf may offer access to beta models of the Services or trials of paid subscriptions for a specified period without payment or at a reduced rate (each, a “Trial”). We reserve the right, in our absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.
IF THE TRIAL CONSISTS OF ACCESS TO A BETA MODEL, YOU ACKNOWLEDGE THAT THE BETA MODEL HAS NOT BEEN FULLY DEVELOPED AND MAY BE SUBJECT TO DEFECTS THAT WOULD BE UNACCEPTABLE IN A FULLY DEVELOPED VERSION. YOU AGREE THAT THE LICENSE GRANTED UNDER A BETA TRIAL IS WITHOUT WARRANTY OF ANY NATURE, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AS WELL AS NON-INFRINGEMENT, AND ANY OTHER WARRANTY. BETA USERS HAVE NO CLAIM WHATSOEVER AGAINST US FOR ANY REASON WHATSOEVER.
7. License and Acceptable Use
Company hereby grants you, subject to this Agreement, a limited non-exclusive, non-sublicensable, non-transferable, license to use the Services, subject to the following provisions:
You may download, install, and use the Services for your own individual use in an academic setting; provided that if you are an instructor or administrator, you may use the Services in pursuit of your role as instructor or administrator, but solely in consonance with your duties under this Agreement.
You agree that you will not use the Services for any conduct or action which may be illegal or contrary to any applicable government regulation or standard.
You also agree that you will protect the security and privacy of any device on which the Services are installed, whether mobile or desktop, in order to prevent use of the Services by any unauthorized party.
You agree that you will not use the Services to in any way infringe upon the intellectual property rights of any third party.
You acknowledge that all sharing and copying of content made available to you using the Services is prohibited and may be contrary to applicable law, and you agree to comply with such restrictions.
You acknowledge and agree that all User Content created by you using the Services belongs to you. However, you grant Company a non-exclusive license in the User Content created by you. This license shall be perpetual, unlimited, royalty-free, fully-assignable, and worldwide, The license includes a right to create derivative works from the User Content and to sell, assign, or otherwise transfer the license to third parties without any duty of compensation whatsoever.
You agree to use any documentation or information provided with the Services or processed using the Services only for internal purposes expressly authorized by the individual whose information you will process using the Services or such individual’s parent or legal guardian (if such individual is a minor).
You may not download any portion of the website or use of any Services other than for your own personal use. You may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the Services for any commercial purpose. You may not use any of the trademarks, logos, or other proprietary graphics without express written permission, which may denied in Company’s absolute discretion. Company’s logos and product and service names are or may be or become trademarks of Company. All other trademarks appearing on the website or in connection with the Services are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.
In addition to any other things that might constitute a misuse of the Services, you must not, and must not attempt to do the following things:
Modify, alter, tamper with, repair or otherwise create derivative works of any of the Services;
Reverse engineer, disassemble or decompile the software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so;
Use the Services for research or benchmarking or any related endeavor with the intent of creating a competing or similar product;
Copy, sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
Remove, obscure or alter any proprietary rights notice pertaining to the Services;
Work around any technical limitations in the Services without specific written authorization from Company;
Access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
Use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Company; (iv) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (v) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (vi) abuse, harass, stalk or otherwise violate the legal rights of a third party;
Interfere with or disrupt servers or networks used by Company to provide the Services or used by other users to access the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any of the Services;
Access or attempt to access Company’s other accounts, computer systems or networks not covered by this Agreement, through password mining or any other means;
Cause, in Company’s sole discretion, inordinate burden on the Services or Company’s system resources or capacity; or
Share passwords or other access information or devices or otherwise authorize any third party to access or use the Services.
8. Third-Party Applications
The Services may be integrated with third-party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third- Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications.
9. User-Generated Content
You may post, upload, and/or contribute (“post”) content to the Service (which may include, for example, pictures, text, coding projects, messages, information, and/or other types of content) (“User Content”). For the avoidance of doubt, “User Content” includes any such content posted to any support community we may establish, as well as to any other content created using the Services or posted to any part of the Services.
You promise that, with respect to any User Content you post, (1) you have the right to post such User Content, and (2) such User Content, or its use by Company as contemplated by the Agreement, does not violate the Agreement, applicable law, or the intellectual property rights (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Company or any artist, band, label, entity or individual without express written consent from such individual or entity.
We may, but we have no obligation to, monitor, review, or edit User Content. In all cases, we reserve the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in our sole discretion, violates the Agreement. We may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
You are solely responsible for all User Content that you post. We are not responsible for User Content, nor do we endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST US RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
10. Your License to Us
In consideration for the rights granted to you under this Agreement, you grant us the right (1) to allow the Services to use the processor, bandwidth, and storage hardware on your device in order to facilitate the operation of the Services, and (2) to provide advertising and other information to you.
You grant us a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any User Content.
11. Your Account
You are responsible for maintaining the confidentiality of any account information, including your login and password, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Company reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion. You are also solely responsible for the accuracy and currency of the data entered into the Services under your user account. You agree to indemnify and hold Company harmless from and against any claim related to content, accuracy, or currency of the information you provide through the Services.
Company may provide links to other websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that Company is not responsible for the availability or content of such external sites or resources. You may create a link to the Website so long as the link does not portray Company or its products or services in a false, misleading, derogatory, otherwise offensive manner. You may not use any of Company’s logos, trademarks, or other proprietary graphics as part of your link.
13. Copyright and Title
The Services and all copyrights, trade secrets and other proprietary rights therein, including any derivative work, are, and will remain the sole property of Company, regardless of the use made by you; and are protected by certain United States and international copyright laws and trademark laws. The Services are licensed, not sold, to you. This Agreement confers no title of ownership in the Services and are not a sale of any rights in the Services, including any intellectual property rights related thereto.
Company warrants that the Services, with the exception of any beta trial, and all elements thereof do not infringe the intellectual property rights of any third party and agree to hold you harmless and indemnify you with respect to any final judgment obtained by a third party based on a claim that the Services infringe on the intellectual property rights of such third party.
15. Disclaimer of Warranty
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY, ACCURACY, OR TRUTHFULNESS OF ANY INFORMATION PROVIDED BY OR WITH RESPECT TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE WEBSITE AND/OR DELIVERY OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. Because some jurisdictions may not allow the exclusion of implied warranties, such limitation may not apply in its entirety to Licensee. Any warranties made in this Agreement are for your benefit only.
16. Limitation of Liability
IN ANY CLAIM (INCLUDING CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, GUARANTEE OR CONDITION, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER TORT) RELATED TO THE SERVICES OR THIS AGREEMENT, YOU AGREE THAT YOU MAY RECOVER FROM LICENSOR ONLY DIRECT DAMAGES UP TO THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICES OR ONE U.S. DOLLAR. YOU AGREE THAT YOU WILL NOT SEEK OR CLAIM FROM ANY OF THE COVERED PARTIES, AND LICENSOR SHALL NOT BE RESPONSIBLE FOR, ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL DAMAGES, EQUITABLE RELIEF, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES. THIS LIMITATION APPLIES EVEN IF ANY COVERED PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES AND EVEN IF REPAIR, REPLACEMENT, OR A REFUND FOR THE SERVICES DOES NOT FULLY COMPENSATS YOU FOR ANY LOSSES.
17. Termination, Suspension, Survival
We may terminate this Agreement or suspend your access to the Services at any time, including in the event of your actual or suspected unauthorized use of the Services and/or Content, or non-compliance with this Agreement. You may terminate this Agreement at any time.
Any sections of this Agreement that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.
18. Governing Law and Jurisdiction
The Services are operated by Company from its offices in California in the United States. The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to choice of law principles. You expressly agree that exclusive jurisdiction for any claim or dispute with Company, this Agreement, or relating in any way to your use of the Services resides in the federal and state courts located in the State of California, and you do hereby submit to and consent to jurisdiction and venue in the courts of that state. You agree to waive any defense pertaining to jurisdiction and venue. In the event any provision hereof shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
19. Attorney Fees
In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.
20. Entire Agreement
No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.
22. Severability; Binding Effect
If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be impaired. This Agreement shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and assigns.
23. Force Majeure
Company will not be liable for or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Company’s reasonable control.
24. Defense and Indemnification
In addition to the other provisions of this Agreement, you agree to defend Company from any actual or threatened third party claim arising out of or based upon your use of the Services, your failure to comply with any of the provisions of applicable law, and your breach of any of the provisions of this Agreement. In addition, you agree to indemnify, defend, and hold harmless Company from and against: (a) all damages, costs, and attorneys’ fees finally awarded against Company in any proceeding under this section; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Company in connection with the defense of such proceeding (other than when you have accepted defense of such claim); and (c) if any proceeding arising under this section is settled, any amounts to any third party agreed to by you in settlement of any such claims.
Company does not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates this Agreement and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Such notices can be reported by contacting us at the address below. We reserve the right to delete or disable content alleged to violate this Agreement and to terminate repeat infringers. Our contact information for notice of alleged copyright infringement is: