Last Updated: April 16th, 2019
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
If you accept or agree to the Agreement on behalf of a School (defined below), you represent and warrant that you have the authority to bind the School to the Agreement and, in such event, “you” and “your” will refer and apply to the School and its Users (defined below).
- USE OF THE SERVICES
We provide Visitors and Users with access to the Websites and the Services.
Visitors. Visitors are individuals that do not register with us but want to explore the Websites. No login is required for Visitors. Visitors may view all publicly-available content on the Website and e-mail us.
Schools. Schools are educational agencies or institutions that have entered into a Program Contract with 9 Dots for our Services. Login is required for all Schools.
Teachers. Teachers are employees and/or individual consultants engaged by and acting under the direction and control of a School. Login is required for all Teachers.
Administrators. Administrators are the principal, staff and technical personnel designated by a School to administer the Services on behalf of the School. Login is required for all Administrators.
Students. Students are individuals enrolled by the School and designated by the School to access and use the Services. Login is required for all Students.
Parents. Parents are parents and/or legal guardians of Students who are designated by the School to access the Services. Login is required for all Parents.
Teachers, Administrators, Students and Parents may be referred to collectively as “Users” and individually as a “User.” We are under no obligation to accept any individual as a Teacher, Administrator, Student and Parent and may accept or reject any registration in our sole and complete discretion.
- LICENSE TO USE THE SERVICES; RESTRICTIONS ON USE
Subject to the terms and conditions of this Agreement, 9 Dots hereby grants you a limited, non-exclusive, non-transferable, non sublicensable license to access and use the Services during the term of your subscription.
You will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Websites, or the Services; (ii) modify, adapt, or translate the Websites, or the Services; (iii) make any copies of the Websites, or the Services; (iv) resell, distribute, or sublicense the Websites, or the Services; (v) make the Websites, or the Services available on a “service bureau” basis, or otherwise allow any third party to use or access any of the foregoing; (vi) remove or modify any proprietary marking or restrictive legends placed on the Websites, or the Services; (vii) use the Websites, or the Services in violation of any applicable laws or for any purpose not specifically permitted in this Agreement; or (viii) introduce into the Websites, or the Services any software, virus, worm, “back door,” Trojan Horse, or similar harmful code.
- SIGN-IN NAME; PASSWORD
In order to use the Services, Users (other than Students) will be required to create a Google Account. 9 Dots will provide you with access to the Services using your Google Account credentials (“Account Credentials”). You are solely responsible for the confidentiality and use of your Account Credentials. You will promptly inform us of any need to deactivate or change your Account Credentials. We reserve the right to delete or change your Account Credentials at any time and for any reason.
- INTELLECTUAL PROPERTY
The Websites, and the Services contain materials, such as software, text, graphics, images, sound recordings, audiovisual works, course materials, lesson plans, and other materials provided by or on behalf of 9 Dots (collectively referred to as the “Content”). The Content may be owned by us or licensed to us by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content, the Websites, and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of 9 Dots (“9 Dots Trademarks”) used and displayed on the Websites, and the Services are registered and unregistered trademarks or service marks of 9 Dots. Other company, product, and service names located on the Websites, and the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the 9 Dots Trademarks, the “Trademarks”). Nothing on the Websites, and the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the 9 Dots Trademarks inures to our benefit.
Elements of the Websites are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
- USER CONTENT; LICENSES
The Services allow Users to upload documents including but not limited to, Information, assignments and lesson plans (collectively, “User Content”). You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable license and irrevocable license to modify, compile, copy, record, synchronize, transmit, translate, format, distribute, and otherwise use your User Content to improve our curriculum, conduct research and provide our Services.
- COMMUNITY GUIDELINES
By accessing and/or using the Websites and/or the Services, you hereby agree to comply with the following guidelines:
- You will not use the Websites and the Services for any unlawful purpose;
- You will not access or use the Websites and the Services to collect any market research for a competing businesses;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Websites;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Websites;
- You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Websites;
- You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Websites and the Services, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
- You will not interfere with or attempt to interrupt the proper operation of the Websites and the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Websites through hacking, password or data mining, or any other means.
We reserve the right, in our sole and absolute discretion, to deny you access to the Websites and/or the Services, or any portion thereof, without notice.
- COMMUNICATIONS WITH US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
- WARRANTY DISCLAIMER
9 DOTS DOES NOT MAKE, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES OR REPRESENTATIONS REGARDING THE WEBSITES, THE SERVICES, AND THE CONTENT (“9 DOTS RESOURCES”) INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF TITLE AND AGAINST INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. 9 DOTS RESOURCES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
- LIMITATION OF LIABILITY
NONE OF 9 DOTS, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “9 DOTS PARTIES”) ENDORSE ANY USERS OR USER CONTENT SUBMITTED THROUGH OUR SERVICES. NONE OF 9 DOTS PARTIES ARE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY TRANSACTION, COMMUNICATION OR INTERACTION AMONG THE USERS, OR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING SENTENCE DOES NOT APPLY TO CONSUMERS LOCATED IN NEW JERSEY.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) NONE OF THE 9 DOTS PARTIES SHALL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE 9 DOTS RESOURCES, EVEN IF SUCH 9 DOTS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT MAY BE SUFFERED AS A RESULT OF USING THE 9 DOTS RESOURCES SHALL BE LIMITED IN THE AGGREGATE, TO THE SUM OF ONE HUNDRED DOLLARS PLUS THE MAXIMUM AMOUNT OF DAMAGES PROVIDED FOR IN THE PROGRAM CONTRACT BETWEEN THE SCHOOL AND 9 DOTS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
THE 9 DOTS RESOURCES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, OR TECHNICAL ERRORS ON THE 9 DOTS RESOURCES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE 9 DOTS RESOURCES AT ANY TIME WITHOUT NOTICE TO YOU.
- EXTERNAL SITES
The Websites may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the Websites administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
- REPRESENTATIONS AND WARRANTIES
You hereby represent, warrant, and covenant that:
- You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
- Use of your User Content in the manners contemplated in this Agreement shall not violate, infringe or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
- You shall not submit to the Services any User Content that violates our community guidelines set forth above.
You agree to defend, indemnify, and hold harmless 9 Dots, and its past, current, and future shareholders, employees, officers, directors, attorneys, principals, trustees, representatives, agents, partners, predecessors, successors, and assigns from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement (including, without limitation, breach of any warranties, representations or covenants made by you herein). We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume exclusive control of any matter that is subject to indemnification under this section including, without limitation, the defense and settlement thereof. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
- COMPLIANCE WITH APPLICABLE LAWS
The Websites and the Services are based in the United States. We make no claims concerning whether the Websites, the Services or the Content may be viewed or be appropriate for use outside of the United States. If you access the Websites, the Services or the Content from outside of the United States, you do so at your own risk. Wherever you reside or are located, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
- TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to (1) restrict, suspend, or terminate the Agreement and/or your access (and the access of any Users) to all or any part of the Websites and/or the Services, at any time and for any reason without prior notice or liability, and/or (2) change, suspend, or discontinue all or any part of the Websites and/or the Services at any time without prior notice or liability.
- BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement, the Websites, or the Services (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
- CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
- EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of California for purposes of any such action by us.
- CONTROLLING LAW
The Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
If the Agreement is terminated in accordance with the termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Termination of the Agreement,” “Controlling Law,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.