EFFECTIVE DATE: September 1, 2011
Welcome to the Web sites owned and operated by LearningTimes, LLC and its affiliated entities ("BadgeStack"). These Terms of Use ("Terms of Use" or "Agreement") apply to all sites owned or operated by LearningTimes, LLC, including: www.learningtimes.com and www.badgestack.com (collectively, "Sites"). When you visit any of these Sites, register as a LearningTimes member, or otherwise use the products or services offered by LearningTimes, you become a "User" for purposes of this Agreement and you agree to be bound by this Agreement and our Privacy Policy
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING LearningTimes' PRODUCTS OR SERVICES OR ACCESSING THE CONTENT ON THIS WEBSITE. YOUR USE OF LearningTimes' SITES OR PRODUCTS AND SERVICES SIGNIFIES THAT YOU AGREE TO THE FOLLOWING TERMS OF USE, YOU CONSENT TO THE INFORMATION COLLECTION PRACTICES DISCLOSED IN THE LearningTimes PRIVACY POLICY, WHICH IS INCORPORATED BY REFERENCE INTO THIS AGREEMENT, TO RECEIVE REQUIRED NOTICES, AND TO ENGAGE IN ELECTRONIC OR WRITTEN TRANSACTIONS WITH LearningTimes.
In order to use LearningTimes' Products and Services, you may be required to download software or content and/or agree to additional Terms and Conditions. Those additional Terms and Conditions are hereby incorporated by reference into this Agreement unless otherwise noted. In the event of a conflict between those additional Terms and Conditions and this Agreement, those additional Terms and Conditions shall govern.
I. PROHIBITED TYPES OF CONTENT AND ACTIVITIES
"Content" refers to all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials - whether publicly posted or privately transmitted - provided by us and our licensors and displayed on the Sites.
Users of the Sites may be subject to international, federal, state and local laws, including but not limited to laws regulating the privacy and security of personal information (collectively, "Laws"). As a user you are solely responsible for your use of the Sites being in compliance with all applicable Laws. In addition, with respect to your use of the Sites and LearningTimes' Products and Services, you agree that you will not submit or create Content that:
- impersonates any person, business or entity;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, invasive of another's privacy, or contains explicit or graphic descriptions, or accounts of, sexual acts;
- victimizes, harasses, degrades, or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- encourages criminal conduct or conduct that might create civil liability for LearningTimes;
- contains viruses or other computer files or code that interrupts, destroys or limits the functions of any computer software, hardware or telecommunications equipment, or otherwise permits unauthorized use of a computer or computer network;
- violates the rights of others including intellectual property rights.
In addition, you may not:
- use LearningTimes' Products and Services for any commercial purpose without LearningTimes' prior express permission;
- use LearningTimes network to transmit unsolicited e-mail;
- forge headers or other transmission information in order to disguise the origin of your posting to a message board, blog or chat room or to disguise any other communication such as an e-mail message;
- use LearningTimes' Sites or Products and Services in any manner that could damage, disable, overburden, or impair our servers or networks;
- not attempt to gain unauthorized access to any services, user accounts, computer systems or networks, through "hacking," "password mining," or any other means;
- use automated tools, robots, any data mining or similar data gathering and extraction tools to access, crawl, meta-search, and/or collect any of the Content or information accessible through the Sites;
- frame any portion of any LearningTimes Site or any Content; or
- otherwise violate this Agreement, any LearningTimes licensing agreement or any policy posted on one or more of the Sites.
LearningTimes reserves the right to investigate and take appropriate legal action against anyone who, in LearningTimes' sole discretion, violates these provisions, including but not limited to removing the offending Content, terminating the membership of such individuals, filing a lawsuit to seek civil remedies and reporting such individuals to law enforcement.
Except as otherwise required by law, LearningTimes takes no responsibility for, and make no representations or warranties concerning, the privacy, confidentiality, or security or the accuracy of any information entered, disclosed, or transmitted to third parties through the Sites by users.
II. USE OF CONTENT
Attributions: All copyright and other intellectual property rights in the Content on the Sites are owned by LearningTimes, unless otherwise indicated. Such Content is protected by copyright, trademark, patent, trade secret and other laws. LearningTimes owns and retains all rights in LearningTimes Content. LearningTimes grants you a limited, revocable, nonsublicensable license to view or download a single copy of the LearningTimes Content (excluding any software code) solely for your personal, noncommercial use if you include this copyright notice: "Copyright LearningTimes, LLC All Rights Reserved," as well as any and all other copyright and proprietary rights notices contained in the material. Otherwise, no LearningTimes Content may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed.
Ownership of Copyrights, Trademarks, Patents and Trade Secrets: LearningTimes Content is protected under U.S. and foreign copyright, trademark, patent and/or trade secret laws, with title to LearningTimes Content held by LearningTimes and/or its licensors. The Sites also contain Content owned by other copyright and trademark holders. Except for Content created solely by you ("User Content"), you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content that appears on, or is accessible through, the LearningTimes Sites or use of LearningTimes Products or Services.
The look and feel of our color combinations, button shapes, and other graphical elements on LearningTimes are our trademarks. The names of and logos associated with LearningTimes' Products and Services are owned by LearningTimes and are protected by U.S. and foreign trademark laws.
You shall be solely responsible for any Content you submit and the consequences of posting or publishing such Content. With respect to any Content you submit, you affirm, represent and warrant that:
- you own or have the necessary licenses, rights, consents or permissions to use and authorize LearningTimes to use all patent, copyright, trade secret and trademark rights or other proprietary rights to enable inclusion and use of such Content in the manner contemplated by the Site and these Terms of Use; and
- you have the written consent, release and/or permission of each identifiable individual person identified in such Content to use the name, likeness or other personal characteristics of each such identifiable individual.
Any unauthorized use, modification or copying of LearningTimes Content, or Content that constitutes the intellectual property of others, is a breach of this Agreement. The use of any Content on any other Web site or networked computer environment is expressly prohibited.
We do not claim ownership of any User Content you post; however, by posting or transmitting such User Content, you grant us, our affiliates, our successors, and others with whom we have agreements, a perpetual, transferable, royalty- free worldwide right to use, copy, display, perform, modify, distribute, adapt, aggregate, translate, reformat, sublicense, create compilations and collective works, prepare derivative works based upon, display publicly, perform publicly and otherwise exploit (including but not limited to over the
Internet or any other uses or media)
We do not read or display to third parties the content of emailed messages or exploit it commercially. Any and all intellectual property rights that are not expressly granted hereunder are reserved to LearningTimes and its licensors.
Intellectual Property on Other Web Sites: We respect the intellectual property of others, and we ask our users to do the same. Material available on or through other Web sites may be protected by copyright and the intellectual property laws of the United States and/or other countries. LearningTimes has no responsibility for content on other Web sites. The terms of use of those Web sites, and not this Agreement, govern your use of that material.
LearningTimes' retains the right, in appropriate circumstances and in its sole discretion, to disable and/or terminate the accounts of users who infringe or repeatedly infringe LearningTimes or others' copyrights or other intellectual property rights.
Reporting copyright infringement: If you believe that your work has been copied in a way that constitutes copyright infringement, please provide LearningTimes' Copyright Agent with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the allegedly infringing material is located on the LearningTimes site, with enough detail that we may find it on the Web site;
li>your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf.
Our Designated Copyright Agent to receive notifications of claimed infringement is:
Attn: General Counsel
Re: Copyright Claim
LearningTimes, LLC
450 Seventh Avenue, Suite 1106
New York, NY 10123
Phone: 212-239-2100
Fax: 888-223-7572
III. PRIVACY POLICY
Your privacy is important to us. Our use of your information and your use of the LearningTimes Sites and Products and Services is governed by our Privacy Policy which is incorporated in, and subject to, these Terms of Use. To review our Privacy Policy, click here.
IV. PERSONAL INFORMATION, USER CONTENT AND CONFIDENTIALITY
Except as may be set forth in our Privacy Policy and/or a separate agreement with us, LearningTimes is not responsible for the confidentiality of any information communicated to LearningTimes and such information will be considered non-personal, non-confidential and non-proprietary. You agree that LearningTimes may use anything you post or submit, including any feedback, information, ideas, concepts or inventions, for any purpose without limitation and without the need to compensate you. You agree not to take action against LearningTimes, its owner, affiliates, or any of its officers, directors, employees or managers in relation to User Content or other materials you submit when visiting LearningTimes Sites or using our Products and Services.
LearningTimes offers educational programs such as BadgeStack. If you register for any of our programs, you will be exposed to private and/or Confidential Information - such as the thoughts and writings between students and pen pals. You agree that you shall not - during the course of your participation in any LearningTimes program or at any time thereafter - use, disclose or otherwise make available to any third party any Confidential Information, except as permitted below. For purposes of this Agreement, "Confidential Information" means i) all personal information of another participant in a LearningTimes Program (including but not limited to students, other students, teachers, and other pen pals) and the contents of communications between users of LearningTimes products, services and programs to which you were not a party and ii) any and all oral, written, electronic and/or tangible technical, financial, business and/or other information disclosed to you by LearningTimes, a licensee of LearningTimes (or a person under the direction of one of the foregoing) or learned by you from participating in the LearningTimes program that is confidential, proprietary and/or not generally available outside of the Company.
You may only disclose Confidential Information in the following circumstances: 1) when required by a judicial order or decree or governmental law or regulation, but only after you have notified LearningTimes reasonably in advance of such disclosure so that LearningTimes can assert its interests; or 2) the information becomes generally available publicly without restriction and without breach of confidentiality obligations owed to LearningTimes.
V. LINKING TO THIS WEB SITE
You may include a link to a LearningTimes Site on another Web site so long as the link does not portray LearningTimes in a false or misleading manner and does not appear on a Web site that is offensive, obscene or otherwise objectionable.
VI. CHANGES TO THESE TERMS OF USE AND/OR LearningTimes PRODUCTS OR SERVICES
We may change these Terms of Use at any time. You can review the most current version of these terms by clicking on the "Terms of Use" link located at the bottom of our Web pages. You are responsible for checking these terms periodically for changes. If you continue to use LearningTimes Products and Services after we post changes to these Terms of Use, you are signifying your acceptance of the new terms. We may discontinue or change any Product or Service at any time and without notice.
VII. THIRD PARTY SITES; ADVERTISERS
LearningTimes Sites may include links to third party Web sites. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. LearningTimes does not endorse, and is not responsible or liable, for any content, advertising, products, services or other materials on or available from such sites. You acknowledge and agree that we are not responsible for any Content or other materials, or the privacy policies and practices of these third party sites. Further, any dealings that you have with advertisers found on LearningTimes Sites are between you and the advertiser and you acknowledge and agree that we are not liable for any loss or claim you may have against an advertiser.
By using this Site, you expressly waive any rights, claims or liability against LearningTimes from your use of any third-party website.
VIII. USE OF SOFTWARE
We may make software, services, or other executables ("Software") available for you to download or use. Such Software will be subject to the terms of the license agreement that accompanies it. If there is no license agreement presented to you with the Software, then the following license, in addition to the other terms of these Terms of Use govern your use of such Software. We grant you a personal, non-exclusive, non-transferable, limited license to install the Software on any single computer. The Software is protected by copyright and other intellectual property laws and treaties and is owned by us or our suppliers. You may not sell or redistribute the Software. You may not incorporate it or any portion of it into another product. You may not reverse engineer, decompile, or disassemble the Software or otherwise attempt to derive the source code (except where expressly permitted by law, and then solely as permitted). You may not modify, adapt, or create derivative works from the Software in any way or remove proprietary notices in the Software. You agree to abide by all laws and regulations in effect regarding your use of the software. You may not authorize, assist, or post information calculated to enable any third party to do any of the things prohibited in this paragraph.
We may automatically check your version of the Software, update it to improve its performance and capabilities, or protect it from unauthorized use. You understand that if you shut down the Software during an automatic update or otherwise interfere with the installation of the update, the software may be damaged and/or cease to operate, and this may affect other software you have.
The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government end users acquire the Software with only those rights as set forth herein.
You agree to fully comply with all import and export laws, regulations, rules and orders of the United States, or any foreign government agency or authority, and that you will not directly or indirectly export, re-export, transfer and/or release the Software, related technology, or any product thereof, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization from the U.S. and/or foreign government. You bear responsibility for and assume all expenses relating to your compliance with the described laws, regulations, rules and orders, and for obtaining all necessary authorizations and clearances. You further agree to assume responsibility for and bear all expenses relating to your compliance with the described laws, regulations, rules and orders, and obtaining all necessary authorizations and clearances.
If you access any LearningTimes Site from outside the United States, you do so solely at your own risk, and you are responsible for compliance with the laws of the jurisdiction from which you access LearningTimes.
IX. WARRANTY DISCLAIMER
USE OF LearningTimes' SITES, PRODUCTS AND SERVICES IS AT YOUR OWN RISK. ALL CONTENT AND PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR NONMISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUITE ENJOYMENT, ACCURACY OF INFORMATION CONTENT, OR SYSTEM INTEGRATION. LearningTimes ASSUMES NO LIABILITY FOR OR RELATING TO ANY DELAYS, FAILURES, INTERRUPTIONS, OR CORRUPTION OF ANY DATA OR OTHER MATERIAL OR INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF LearningTimes. LearningTimes DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF LearningTimes SITES OR ANY CONTENT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
LearningTimes MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE WEB SITE IS FREE OF VIRUSES AND ANY OTHER POTENTIALLY DESTRUCTIVE COMPUTER CODE.
X. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL LearningTimes OR ANY OF ITS PARTNERS, AGENTS, AFFILIATES OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR USE OR ATTEMPTED USE OF THE LearningTimes SITES, PRODUCTS OR SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SITE(S).
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY, AND THE LIABILITY OF OUR PARENT AND SUPPLIERS, SHALL BE LIMITED IN THOSE JURISDICTIONS TO THE EXTENT PERMITTED BY LAW.
XI. INDEMNIFICATION.
You agree to defend, indemnify, and hold harmless us, our parent and other affiliated companies, and our respective employees, contractors, officers, directors, and agents, from all liabilities, claims, and expenses, including attorneys' fees, that arise from your use or misuse of LearningTimes Site(s), Products or Services. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification, in which event you will cooperate with us in asserting any available defenses.
XII. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES.
You agree that the laws of the Commonwealth of Virginia govern this contract and any claim or dispute that you may have against us, without regard to its conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in the Commonwealth of Virginia and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
PLEASE NOTE THAT BY AGREEING TO THESE TERMS OF USE, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE COMMONWEALTH OF VIRGINIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE COMMONWEALTH OF VIRGINIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.
XIII. DISPUTE RESOLUTION
Any disputes and/or claims arising out of this Agreement and/or the use of the Sites and/or any products and services acquired under or relating to this Agreement shall be resolved exclusively through the use of binding arbitration. Such arbitration shall be subject to the Federal Arbitration Act and the rules of the American Arbitration Association which shall govern such arbitration and be conducted before a single arbitrator in Fairfax County, Virginia. Any claimants shall have their claims/disputes resolved on an individual basis. Class action arbitration is prohibited under this Agreement. Neither you nor we shall be entitled to join or consolidate claims in arbitration by or against other users or arbitrate any claims as a member of a class or in a private Attorney General capacity. Each party shall bear its own costs, including any attorneys' fees, associated with such arbitration. Any award rendered in arbitration shall be final and binding, and may be enforced in any court having competent jurisdiction. In addition to any other remedies, we shall also have the right to seek injunctive relief outside of arbitration to protect our intellectual property rights.
XIV. SEVERABILITY AND INTEGRATION
This contract and any supplemental terms, policies, rules and guidelines posted on LearningTimes constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
XV. TERMINATION.
You will automatically lose the right to use or access LearningTimes Sites and Products and Services if you violate these Terms of Use or any published LearningTimes policies. We also reserve the right, in our sole discretion, to terminate your access to all or part of a LearningTimes Site, for any reason, with or without notice. If we do, you must immediately destroy any copies you have of LearningTimes Content.
If you violate any of these Terms of Use, you are violating your Agreement with LearningTimes and may be violating intellectual property, unfair competition and other laws.
