Terms of Use

Last Updated August 21, 2014

Welcome to KADENZE—a fun, interactive proprietary learning environment for online education (referred to as "PLE")!

Kadenze, Inc. (“Company” or “we”) provides the PLE—a cloud platform for fun, interactive, and efficient online educational services (“Service”). We are excited to have you join our Service. First, please read the following terms and conditions (“Terms of Use”) carefully. These Terms of Use and the KADENZE Privacy Policy, incorporated herein by reference, govern your access to and use of the PLE Service and is a legal agreement between you and Company.

YOU AGREE THAT BY ACCESSING OR USING THE SERVICE, OR BY POSTING OR ACCESSING ANY CONTENT ON THE SERVICE, THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU CANNOT USE OF THE SERVICE.

Basic Principles

Please read all of these Terms of Use carefully. Without limiting any of the term of these Terms of Use:

• You must be 13 years or older to use the Site and Service. If you are between the age of 13 and 18 years old, you may use the Service but only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use.
• You are responsible for all content you post using the Service (see additional terms regarding your “User Submissions” below) and you agree that all of your User Submissions are your own work and do not infringe on any third party rights.
• You may not use the PLE Service to abuse, harass, threaten, impersonate or intimidate anyone. If you become aware that a User is engaging in prohibited activity, please report such activity to help@kadenze.com

Modification

We may modify these Terms of Use, in which case we will post the modification on a website which you can link to through the “Terms of Use” button on the Service and we will also send you notice of such modification via email or through notice on our website. Please refer to the “Last Updated Date” in these Terms of Use for the date these Terms were last updated. By continuing to access or use the Service after we provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to stop using the Service.

Eligibility and Access

The Service and any PLE Content (defined below) found on the Service are intended solely for persons who are 13 or older. Any access to or use of the Service and PLE Content by anyone under 13 is expressly prohibited. If you are between the age of 13 and 18 years old, you may use the Service but only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use.

In order to access certain features of the Service and to post any User Submissions (defined below) on the Service, you must register to create an account and become a “PLE Registered User” (also referred to herein as “User”).

During the registration process, you may be required to provide certain information and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.

You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your PLE account, whether or not you have authorized such activities or actions. You will immediately notify Company of any unauthorized use of your PLE account as soon as you become aware of any such unauthorized use or activity.

Privacy

See the KADENZE Privacy Policy located at www.kadenze.com/privacy_policy or information and notices concerning our collection and use of your personal information, the terms of which are incorporated herein. If you have any questions about the KADENZUE Privacy Policy, please contact Company at  help@kadenze.com

PLE content and user submissions

Certain types of content are made available through the Service. “PLE Content” means the text, data, graphics, images, photos, video or audiovisual content, hypertext links and any other content made available through the Service, excluding User Submissions. “User Submissions” means the, text, data, graphics, images, photos, video or audio content, hypertext links and any other content uploaded, transmitted or submitted by PLE Registered Users via the Service.

Ownership

The Service and PLE Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Use, Company and its licensors exclusively own all right, title and interest in and to the Service and PLE Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or PLE Content.

User Submissions

Company does not claim any exclusive ownership rights in any such User Submissions and nothing in these Terms of Use will be deemed to restrict any rights that you may have to use and exploit any such User Submissions.

By making available any User Submissions through the Service, you hereby grant to Company a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, broadcast and otherwise exploit such User Submissions in any and all media or distribution methods.

You acknowledge and agree that you are solely responsible for all User Submissions that you make available through the Service. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Submissions that you make available through the Service or you have all rights, licenses, consents and releases that are necessary to grant to Company the rights in such User Submissions, as contemplated under these Terms of Use; and (ii) neither the User Submissions nor your posting, uploading, publication, submission or transmittal of the User Submissions or Company’s use of the User Submissions (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, contract rights, or result in the violation of any applicable law or regulation.

Copyrighted materials: no infringing use

You will not use the Service to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. Company has adopted and implemented a policy that provides for the suspension or termination in appropriate circumstances of the accounts of Users who infringe or are believed to be or are charged with infringing the rights of copyright holders more than once.

In particular, if you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by visiting the Report Abuse and Privacy section and providing the following information in writing (see 17 U.S.C 512(c)(3) for further detail) to our appointed DMCA Agent at the following email address dmca@kadenze.com or via mail to Kadenze, Inc., c/o DMCA Agent, 27200 Tourney Road, Suite 245, Valencia CA 91355 USA.

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

Interactions between Users

You are solely responsible for your interactions (including any disputes) with other Users of the Service. You understand that Company may or may not screen Users, however you are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Service and disclosing personal information to other Users. You agree to take reasonable precautions in all interactions with other Users, particularly if you decide to meet a User offline, or in person. Your use of the Service and PLE Content and any other content made available through the Service is at your sole risk and discretion and Company hereby disclaims any and all liability to you or any third party relating thereto. Company reserves the right to contact PLE Users, in compliance with applicable law, in order to evaluate compliance with the rules and policies in these Terms of Use. You agree to cooperate fully with Company to investigate any suspected unlawful, fraudulent or improper activity via the Service.

Limited License and General Prohibitions

Company grants you a limited, revocable, non-sublicensable, non-exclusive license to use the Service for the term of these Terms of Use provided that you adhere to the condition of these Terms of Use. You agree not to do any of the following while using the Service or PLE Content:

• Post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material (including User Submissions) that: (i)infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v)promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person or persons; or (vii) promotes illegal or harmful activities or substances (including, but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).
• Use, display, mirror, frame or utilize framing techniques to enclose the Service, or any individual element or materials within the Service, Company’s name, any Company trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without Company’s express written consent;
• Access, tamper with, or use non-public areas of the Service, Company’s computer systems, or the technical delivery systems of Company’s provider
• Attempt to probe, scan, or test the vulnerability of any Company system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Company or any of Company’s providers or any other third party (including another User) to protect the Service or PLE Content;
• Attempt to access or search the Service or PLE Content or download PLE Content from the Service through the use of any non-authorized means, including without limitation, engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like).
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing a Company trademark, logo URL or product name without Company’s express written consent; (including email).
• Use the Service or PLE Content for any commercial purpose, or for the benefit of any third party, or in any manner not permitted by these Terms of Use;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service or PLE Content to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service or PLE Content;
• Interfere with, or attempt to interfere with, the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
• Collect or store any personally identifiable information from the Service or from other Users of the Service without their express written permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation;
• Encourage or enable any other individual to do any of the foregoing.

Company will have the right to investigate and prosecute violations of any of the above, including intellectual property infringement and Service security issues, to the fullest extent of the law. Company may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms of Use. You acknowledge that Company has no obligation to monitor your access to or use of the Service or PLE Content or to review or edit any User Submissions, but has the right to do so for the purpose of operating the Service, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any PLE Content and any User Submissions that Company, in its sole discretion, considers to be in violation of these Terms of Use or otherwise harmful to the Service or Users of the Service.

Links

The Service may contain links to third-party websites or resources. You acknowledge and agree that Company is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Company of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Termination

You may stop using the Service at any time and may terminate the Service by disabling your account and access to the Service. In the event you terminate the Service, you may not be entitled to course credit or proof of course completion. Without limiting other remedies, Company may at any time suspend, terminate, or refuse to provide you with access to the Service in the event of a breach of these Terms of Use or if Company ceases to offer the Service. If Company terminates, disables or suspends your PLE account for any reason, you will not create another PLE account without first receiving Company’s express written permission to do so. Further, the Institution using the PLE Service shall have the right to terminate your access to the Service at any time.

After termination for any reason, you understand and acknowledge that we will have no further obligation to provide the Service to you and all licenses and other rights granted to you by these Terms of Use will immediately cease. Company will not be liable to you or any third party for termination of the Service. UPON ANY TERMINATION OR SUSPENSION, ANY USER SUBMISSIONS, CONTENT, MATERIALS OR INFORMATION THAT YOU HAVE SUBMITTED VIA THE SERVICE WILL NO LONGER BE ACCESSIBLE BY YOU.

Any suspension, termination or cancellation will not affect your obligations to Company under these Terms of Use (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which naturally are intended to survive such suspension, termination or cancellation.

Disclaimers

THE SERVICE, PLE CONTENT AND USER SUBMISSIONS ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, COMPANY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. COMPANY MAKES NO WARRANTY THAT THE SERVICE, PLE CONTENT OR USER SUBMISSIONS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. 
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE SERVICE, PLE CONTENT OR USER SUBMISSIONS, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Indemnity

You agree to defend, indemnify, and hold Company, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with User Submissions, your access to or use of the Service, or PLE Content, or your violation of any of these Terms of Use.

Limitation of Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Service, PLE Content and User Submissions and any other content therein remains with you. Neither Company nor any other party involved in creating, producing, or delivering the Service, PLE Content or User Submissions will be liable for any incidental, special, exemplary or consequential damages, including, but not limited to, lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, arising out of or in connection with these Terms of Use or from the use of or inability to use the Service or Content therein, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Company has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed its essential purpose. You specifically acknowledge that Company is not liable for the defamatory, offensive or illegal conduct of other users or third parties and that the risk of injury from the foregoing rests entirely with you. 
In no event will Company’s aggregate liability arising out of or in connection with these Terms of Use or from the use of or inability to use the Service, User Submissions or PLE Content therein exceed five U.S. dollars ($5). The limitations of damages set forth above are fundamental elements of the basis of this agreement between Company and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply.

Trademark Rights

All trademarks, service marks, logos, trade names and any other proprietary designations of Company used herein are trademarks or registered trademarks of Company. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Controlling Law and Jurisdiction

These Terms of Use and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. You agree to the exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Use will be the state and federal courts located in Los Angeles, California, and you waive any objection to jurisdiction and venue in such courts.

Entire Agreement

These Terms of Use (including the Privacy Policy) constitute the entire and exclusive understanding and agreement between Company and you regarding the Service, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between Company and you regarding the Service.

Assignment

You may not assign or transfer these Terms of Use, by operation of law or otherwise, without Company’s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect. Company may freely assign these Terms of Use. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

You consent to the use of: (i) electronic means to complete these Terms of Use and to deliver any notices or other communications permitted or required hereunder; and (ii) electronic records to store information related to these Terms of Use or your use of Service. Any notices or other communications required hereunder, including those regarding modifications to these Terms of Use, will be in writing and given: (x) by Company via email if applicable (in each case to the address that you provide); or (y) by posting to the Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

General

The failure of Company to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing (including email) and signed by a duly authorized representative of Company. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.  ALL CLAIMS MUST BE SUBMITTED IN WRITING WITHIN ONE YEAR OF THE DATE OF OCCURRENCE OR ELSE THEY ARE WAIVED.

Contacting Us

If you have any questions about these Terms of Use, please contact Company at help@kadenze.com