1. Your LearnStreet.com Account and Site. If you create an account on the Site, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify LearnStreet of any unauthorized uses of your account or any other breaches of security. LearnStreet will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
2. By submitting Content to LearnStreet, you grant LearnStreet a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your Content. If you delete Content, LearnStreet will use reasonable efforts to remove it from the Site, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
3. From time to time, we may solicit users of the Site, including you, to contribute to and create new lessons and curriculum found on the Site (“Contributions”). You hereby grant us the right to own all right, title and interest (including patent rights, copyright rights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other rights of any sort throughout the world) to any and all Contributions you make to the Site, and you hereby make all assignments necessary to accomplish the foregoing ownership. To the extent allowed by law, you also agree to waive all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like with respect to any Contributions you make.
4. Without limiting any of those representations or warranties, LearnStreet has the right (though not the obligation) to, in LearnStreet’s sole discretion (i) refuse or remove any content that, in LearnStreet’s reasonable opinion, violates any LearnStreet policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Site to any individual or entity for any reason, in LearnStreet’s sole discretion. LearnStreet will have no obligation to provide a refund of any amounts previously paid.
5. Copyright Infringement and DMCA Policy. As LearnStreet asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by the Site violates your copyright, you are encouraged to notify LearnStreet in accordance with LearnStreet’s Digital Millennium Copyright Act (“DMCA”) Policy. LearnStreet will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. LearnStreet will terminate a visitor’s access to and use of the Site if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of LearnStreet or others.
6. Intellectual Property. This Agreement does not transfer from LearnStreet to you any LearnStreet or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with LearnStreet. LearnStreet, LearnStreetinc.com, the Site logo, and all other trademarks, service marks, graphics and logos used in connection with the Site are trademarks or registered trademarks of LearnStreet or LearnStreet licensors. Other trademarks, service marks, graphics and logos used in connection with the Site may be the trademarks of other third parties. Your use of the Site grants you no right or license to reproduce or otherwise use any LearnStreet or third-party trademarks.
7. Changes. LearnStreet reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Site following the posting of any changes to this Agreement constitutes acceptance of those changes. LearnStreet may also, in the future, offer new services and/or features through the Site (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
8. Termination. LearnStreet may terminate your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Site account (if you have one), you may simply discontinue using the Site. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
9. Disclaimer of Warranties. The Site is provided “as is”. LearnStreet and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither LearnStreet nor its suppliers and licensors, makes any warranty that the Site will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Site at your own discretion and risk.
10. Limitation of Liability. In no event will LearnStreet, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to LearnStreet under this agreement during the twelve (12) month period prior to the cause of action. LearnStreet shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
12. Indemnification. You agree to indemnify and hold harmless LearnStreet, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Site, including but not limited to your violation of this Agreement.
13. Miscellaneous. This Agreement constitutes the entire agreement between LearnStreet and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of LearnStreet, or by the posting by LearnStreet of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Site will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Santa Clara County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Santa Clara, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; LearnStreet may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.