Terms and Conditions of Use
Effective Date: September 19, 2020 (v. 1.0)
MindEdge’s mission is to improve the way the world learns. When you visit, view, use, or access our websites MindEdge.com or Skyelearning.com and any applicable subdomains thereof, or any other online services provided by MindEdge (collectively, the “Platform”), whether as a guest or a registered user, you’re agreeing to the following terms and conditions. We reserve the right to monitor use of the Platform and to suspend, revoke, deny, disable, or terminate your access if you violate any of these Terms, as determined in our sole discretion. MindEdge is not liable for any damages as a result of any of these actions, and it is our policy not to comment on the reasons for any such action.
1. ACKNOWLEDGEMENT OF TERMS
These Terms and Conditions of Use (“Terms”) are entered into by and between you and MindEdge, Inc., a Delaware corporation (“MindEdge”, “we”, “our” or “us”). For purposes of these Terms, “you” includes, individually and collectively, any individual or legal entity you permit to visit, view, use, or access the Platform. In the event that the individual accessing the Platform is accessing the Platform on behalf of a legal entity, “you” as used in these Terms shall include such legal entity, and, the natural person accessing the Platform on behalf of such legal entity hereby represents and warrants in his or her individual capacity that he or she has the authority to bind such legal entity in contract to these Terms.
You acknowledge and agree that by visiting, viewing, using, or accessing the Platform or clicking “Agree”, “Purchase”, “Submit”, or similar links that you have read, understand, and agree to be bound by these Terms, irrespective of whether you are a guest or a registered user of the Platform. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM. MINDEDGE’S ALLOWANCE OF YOUR USE AND ACCESS TO THE PLATFORM IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS.
The Platform is not for use by anyone under the age of 16 (Minimum Age). However, if any applicable law requires that you must be older than 16 in order for MindEdge to lawfully provide the Platform to you without parental consent (including using your personal data) then the Minimum Age is such older age.
With the sole exception of Section 6 (which can be amended by mutual written consent of the parties), we reserve the right to make changes to the Terms without notice or liability. You should visit this page whenever you use the Platform to review these Terms and learn if any terms have changed. If any future changes to these Terms are unacceptable to you or cause you to no longer be in compliance with these Terms, you must immediately stop using the Platform. Your continued use of the Platform following any revision to these Terms constitutes your complete acceptance of any and all such changes.
Where MindEdge’s customer is a business or institutional entity, MindEdge may Process certain data (whether through the Platform or otherwise) solely on behalf of that business or institutional entity (“Customer Data”). For purposes of these Terms, the term “you” includes, without limitation, such business entity, where applicable. You hereby consent to MindEdge’s Processing of Customer Data to the extent reasonably necessary to provide the Platform. You shall be responsible for all changes to and/or deletions of Customer Data and the security of all passwords and other access protocols required in order to access the Platform. You will be solely responsible for the accuracy and completeness of the Customer Data. You represent, warrant, and covenant that: (i) you have (and will have) Processed, collected, and disclosed all Customer Data in compliance with all applicable laws and provided any notice and obtained all consents and rights required by applicable law to enable MindEdge to lawfully Process Customer Data as permitted by these Terms; (ii) you have (and will continue to have) full right and authority to make the Customer Data available to MindEdge under these Terms; and (iii) MindEdge’s Processing of the Customer Data in accordance with these Terms or your instructions does and will not infringe upon or violate any applicable law or any rights of any third party.
“Process” (including any grammatically inflected forms thereof) means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, including without limitation collection, recording, organization, structuring, storage, adaptation or alteration, access, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
3. INTELLECTUAL PROPERTY
The Platform contains copyrighted materials, trademarks, and intellectual property of MindEdge (or its third-party licensors), including without limitation source code, video, text, software, photos, graphics, images, music, and sound (collectively, the “Intellectual Property”). You agree not to copy, modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any of this Intellectual Property or use this Intellectual Property for any purpose other than using the Platform in compliance with these Terms.
The entire Platform is protected by copyright. Complying with all applicable copyright laws is your responsibility. “MindEdge” and “Skye Learning” are trademarks of MindEdge. Trademarks and logos used in connection with the Services are the trademarks of their respective owners.
If you believe that any material contained in the Platform infringes your copyright, you should notify MindEdge of your copyright infringement claim to the Designated Agent who is:
Mr. Jefferson Flanders
Telephone: (781) 250-1805
Fax: (781) 250-7077
MindEdge will review notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws.
4. DISCLAIMER OF WARRANTIES
THE PLATFORM AND ALL MATERIALS INCLUDED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY COURSE WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
You understand and agree that temporary interruptions of the Platform may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of using the Platform, and therefore, delays and disruption of other network transmissions are completely beyond our control.
THE FOREGOING DISCLAIMER OF WARRANTIES SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
5. INDEMNIFICATION AND LIMITATION OF LIABILITY
You agree to defend, indemnify and hold harmless MindEdge from and against all liability, claims, actions and expenses, including attorneys’ fees and costs, arising out of your use of the Platform or your breach or alleged breach of any term, condition, obligation, representation or warranty in these Terms. You agree that the provisions in this paragraph will survive any termination of your account(s), the Platform, or these Terms.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MINDEDGE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF ANY CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE PLATFORM, WHETHER OR NOT MINDEDGE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT MINDEDGE IS LIABLE, UNDER NO CIRCUMSTANCES WILL MINDEDGE BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID MINDEDGE IN THE 90 DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT THE CLAIM.
6. ALTERNATIVE DISPUTE RESOLUTION.
You and MindEdge agree that any dispute or claim arising from or relating to the Terms shall be finally settled by arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section). A sole arbitrator in accordance with those rules will handle our arbitration. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Terms will take place on an individual basis: class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and MindEdge are each waiving the right to trial by jury or to participate in a class action. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator.
You agree that the Platform shall be deemed a passive interactive service based solely in Massachusetts and shall not give rise to personal jurisdiction over MindEdge, either specific or general, in jurisdictions other than Massachusetts. These Terms of Service shall be governed and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles. You agree that any legal action or proceeding between MindEdge and you for any purpose concerning these Terms of Service or your use of the Platform shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Boston, Massachusetts.
Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
These Terms constitute the entire agreement between you and MindEdge concerning the Platform and the services provided by MindEdge. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. MindEdge’s failure to insist upon or enforce strict performance of any provision of these Terms of Service shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Service. MindEdge may assign its rights and duties under these Terms of Service to any party at any time without notice to you.
Most communication between MindEdge and you will be sent and received electronically. You agree that all electronic communication between MindEdge and you shall satisfy any legal requirements that such communications be in writing.
Any rights of MindEdge not expressly granted herein are reserved.