Edia Learning, Inc.
Terms of Service
Effective: September 9, 2021
PLEASE READ CAREFULLY: This Terms of Service includes information about your legal rights, remedies, and obligations (including automatic renewal, cancellation charges, binding arbitration, and waiver of class action).
This Terms of Service (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of a school or other entity (“you,” “your,” or “User”) and Edia Learning, Inc. (“we,” “us,” “our” or “Edia”) about your access to and use of our education technology platform, which includes your access to and use of our website, any related social networking site or pages, and any associated mobile applications (the “Site”) and various tools, content, features, products, services, and other materials we provide or that may be offered or available in connection with the Site (our “Services”). The Site and our Services are referred to together as the “Edia Learning Platform.”
Please read the Agreement carefully before using the Edia Learning Platform. In consideration of your accessing the Site, you acknowledge the importance of protecting the integrity of the Edia Learning Platform and you agree to be bound by this Agreement and to follow any additional rules, requirements, and practices presented via the Site.
USE OF THE EDIA LEARNING PLATFORM IS CONDITIONED ON ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, DO NOT USE THE SITE OR OUR SERVICES.
We reserve the right, at our sole and absolute discretion, to update, modify, supplement, or delete any of the terms and conditions of this Agreement at any time or for any reason without notice to you. In addition, we may update, modify, suspend, or discontinue, any aspect of the Edia Learning Platform, including the Site and/or our Services, at any time or for any reason, effective without notice to you and without any liability to us. There may be information presented via the Site that contains typographical errors, inaccuracies, or omissions that may relate to our Services. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information at any time, without prior notice to you. We cannot guarantee that the Site and our Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Edia Learning Platform, resulting in interruptions, delays, or errors that impact the Site and/or our Services. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or our Services during any downtime or discontinuance of the Site or our Services. Nothing in this Agreement will be construed to obligate us to maintain and support the Site or our Services or to supply any corrections, updates, or releases in connection therewith.
All updates or other modifications will be effective immediately and subject to the terms of this Agreement. We will alert you of any updates or other modifications by revising the date at the top of this Agreement and you waive any right to receive specific notice of each such update or modification. It is your responsibility to review this Agreement periodically to stay informed of any updates and you agree to be responsible for monitoring updates and other modifications to the Site and our Services. Your continued use of the Edia Learning Platform after such posting means you accept and agree to be bound by this Agreement, as modified. We also reserve the right to terminate (or suspend access to) your use of the Edia Learning Platform, the Site, our Services, or your Account, for any reason in our sole discretion, including your failure to comply with this Agreement. We have the sole right to decide if you are in violation of any of the terms stated in this Agreement.
When you create an Account, you agree to provide current, complete, and accurate information about yourself. You further agree to promptly update your Account to keep the information current. If we have reasonable grounds to suspect that any information provided by you (or on your behalf) via the Site or our Services is untrue, inaccurate, or incomplete or your use of the Site or our Services is improper, all as determined by us in our sole discretion, we may suspend or terminate your Account and refuse any and all current or future use of the Edia Learning Platform. You are responsible for all use of your Account under any name or password by any person or entity and for ensuring that your Account complies with the provisions of this Agreement. You agree to notify us immediately upon becoming aware of the loss, theft, misappropriation, or unauthorized use of your password or Account. You understand and agree that we will have no liability associated with or arising from your failure to maintain accurate information about yourself. We may at any time, in our sole discretion, suspend or terminate your Account for any reason or terminate any of our Services that require an Account. Your Account is non-transferrable. WE WILL NOT VERIFY INFORMATION YOU PROVIDE TO US OR THAT IS CONTAINED IN YOUR ACCOUNT AND WE WILL NOT BE HELD ACCOUNTABLE, RESPONSIBLE, OR LIABLE FOR ANY FALSE, MISLEADING, OR UNSUBSTANTIATED REPRESENTATION OR TESTIMONIAL MADE BY ANY USER OF THE SITE OR OUR SERVICES.
Proprietary and Intellectual Property Rights. Unless otherwise indicated, the Edia Learning Platform, including all content, source code, databases, functionality, software, designs, audio, video, text, photographs, images, graphics, questions, explanations, and other materials contained in the Site and/or our Services that are associated with the Edia Learning Platform (collectively, “Proprietary Materials”) are owned or controlled by us or other parties that have licensed or otherwise provided their content to us. Proprietary Materials will be protected in all forms, shapes, mediums, and capacities, whether or not specifically delineated in this Agreement. The trademarks, service marks, and logos (“Marks”) contained within Proprietary Materials are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws. The Proprietary Materials and Marks are provided on the Site and our Services “AS IS” for your information and personal or educational use only. No part of the Site or our Services and no Proprietary Materials or Marks may be copied, reproduced, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. We forbid the unauthorized use of Marks to create links. If you are eligible to use the Site and our Services, then you are granted a limited license to access and use the Proprietary Materials. We reserve all rights not expressly granted to you in and to the Site, Our Services, Proprietary Materials, and Marks.
Content. You acknowledge and agree that any questions, comments, suggestions, ideas, ratings, reviews, responses, answers, feedback, images, text, audio, video, or other unsolicited content regarding the Edia Learning Platform, including the Site or our Services ("Content") provided by you to us are non-confidential and will become our sole property. We will own exclusive rights, including all intellectual property rights, and we will be entitled to the unrestricted use and dissemination of your Content for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Content and you hereby warrant that any such Content is original with you or that you have the right to submit such Content. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Content. By submitting Content to us through the Site or by any other means, you hereby release Edia from liability under any legal theory in connection with the use, modification, sale, or disclosure of any such Content. You also acknowledge and agree that we may access, use, preserve, and disclose your Content to law enforcement authorities, government officials, and other third parties if we believe it is legally required; necessary to enforce this Agreement; useful to detect, prevent, or otherwise address security, fraud, or technical issues; or reasonably necessary to protect the rights, property, or our safety and the safety of our customers. Deleted Content may be stored by us in order to comply with certain legal obligations and such deleted Content will not be retrievable without a valid court order.
Guidelines for Reviews. We may allow you to submit your ratings and/or reviews of our Services (“Reviews”). Any Reviews you submit through the Site will be treated as non-confidential and non-proprietary. Such Reviews are considered Content and are governed by this Agreement. Reviews are not endorsed by us and do not necessarily represent our opinions. We do not assume liability for any Review or for any claims, liabilities, or losses resulting from any Review. By submitting a Review, you hereby grant us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable and sub-licensable right to license and reproduce, modify, translate, transmit by any means, display, and/or distribute all content relating to your Reviews. Any use of our Interfaces or the Services in violation of the following guidelines for Reviews violates this Agreement and may result in, among other things, termination or suspension of your right to use the Site and our Services. We have no obligation to monitor your Reviews; however, we may in our sole and absolute discretion, delete any Review that contains any potentially damaging computer code, process, program, application, or file; discloses proprietary information or trade secrets; is unlawful or inappropriate; or contains information that is unrelated to the Edia Learning Platform. When submitting a Review, you must comply with the following criteria:
Copyright Infringement Policy We respect the intellectual property rights of others and request that all users of the Edia Learning Platform do the same. In accordance with the provisions of the Digital Millennium Copyright Act (“DMCA”), if you believe that any content available in or through the Site infringes upon any copyright you own or control, you may send a written notice of copyright infringement (“Notification”) containing the following information to our Designated Agent to Receive Notification of Claimed Infringement (our “Copyright Agent”):
Send your Notification by email to email@example.com. Please see DMCA 17 U.S.C. § 512(c)(3) for the requirements for a proper takedown notification. Upon receipt of your Notification, we will remove or disable access to the infringing content identified in your Notification; however, we may ask you to provide further or supplemental information prior to removing any content from our Interfaces. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification.
If a counter-notice is received by our Copyright Agent, we may, in our discretion, send a copy of the counter-notice to the original complaining party information that individual that we may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner file an action seeking court order against the content provider accused of committing copyright infringement, the removed content may be replaced or access to it restored in 10 or more business days after receipt of the counter notice, at our discretion.
The Site may contain links to other websites as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties. Such third party websites and content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for the accuracy, offensiveness, opinions, reliability, privacy practices or other policies of third party websites accessible by link from or to the Site. We may provide links to you only as a convenience and the inclusion of, linking to or permitting the use or installation of any link does not imply approval, affiliation, adoption, or endorsement of any third party website by Edia. If you decide to click on a link or use or install any content from a third party website, you do so at your own risk. We take no responsibility whatsoever in relation to any purchases you make on other websites.
We may accept advertisers to display their ads and other information via the Site. We expect advertisers to take full responsibility for any ads placed, any services provided, or any products sold through those ads. By using the Edia Learning Platform, the Site, or our Services, you expressly relieve us from any liability arising from your use of the ads or third-party websites. You agree that we do not endorse the products or services offered in ads and you will hold us harmless from any harm caused by your purchase of products or services or use of content from advertisers or third party websites.
This Acceptable Use Policy is incorporated into the Agreement and describes prohibited actions and activities. Any use of the Site or our Services that does not comply with this Acceptable Use Policy may result in, among other things, termination or suspension of your right to use the Edia Learning Platform. When you access the Site or use our Services, you represent and warrant as follows:
Capacity to Contract. You are either: (i) at least 18 years of age and you have the legal capacity to enter into this Agreement; or (ii) you are under the age of 18 and you have received permission from your parent or legal guardian to access the Site and use our Services.
Unauthorized, Illegal, and Fraudulent Activities. You will not use or attempt to use the Site or our Services for any illegal purpose; in violation of any applicable law or regulation; in any manner that is false or misleading; to engage in fraudulent activities in connection with your Account or with respect to third parties; for the purpose of accessing or obtaining our proprietary or trade secret information; or for any purpose other than that for which we make the Edia Learning Platform available.
Malicious Software. You will not access the Site through automated or non-human means, whether through a bot, script, or otherwise and you will not hack or interfere with the Site, our Services, our servers or any connected networks, and you will not upload corrupted files or files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, or other computer programming routines or similar software that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information
Harmful Activities. You will not engage in activities or use the Site to transmit any information that may be libelous, defamatory, otherwise malicious or harmful, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.
This Agreement, as updated from time to time, will remain in full force and effect while you use the Edia Learning Platform. You may terminate your use of the Site and our Services at any time or for any reason. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TERMINATE YOUR USE OF THE SITE OR OUR SERVICES AND DELETE YOUR ACCOUNT, WITHOUT WARNING, IN OUR SOLE DISCRETION. Upon termination of this Agreement, you must cease using the Edia Learning Platform.
THE SITE, OUR SERVICES, AND ALL MATERIALS ASSOCIATED WITH THE EDIA LEARNING PLATFORM ARE PROVIDED ON AN “AS-IS,” “WITH ALL FAULTS,” AND “AS-AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES IN CONNECTION WITH THE SITE, OUR SERVICES, AND ALL USE OF THE EDIA LEARNING PLATFORM, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT AND MATERIALS AVAILABLE VIA THE SITE OR THE CONTENT OF ANY THIRD PARTY WEBSITES OR ADVERTISERS AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR MATERIALS: PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR OUR SERVICES; ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR OUR SERVICES; ANY SUSEPTIBILITY OF THE EDIA LEARNING PLATFORM TO MALWARE VULNERABILITIES; ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR OUR SERVICES BY ANY THIRD PARTY; OR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR OUR SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EDIA OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DAMAGES OF ANY KIND WHATSOEVER, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE EDIA LEARNING PLATFORM, THE SITE, OR OUR SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON INFORMATION OBTAINED FROM THE SITE OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM AN ACT OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE SITE OR OUR SERVICES. IF YOU ARE DISSATISFIED WITH ANY ASPECT OF THE EDIA LEARNING PLATFORM OR ANY PROVISION OF THIS AGREEMENT, AS YOUR SOLE AND EXCLUSIVE REMEDY, YOU MAY DISCONTINUE USING THE SITE AND OUR SERVICES. ALTHOUGH WE WILL NOT BE LIABLE FOR YOUR LOSSES CAUSED BY AN UNAUTHORIZED USE OF THE SITE OR OUR SERVICES, YOU MAY BE LIABLE TO OTHERS, AS WELL AS TO US, IF YOU USE THE SITE OR OUR SERVICES IN VIOLATION OF THIS AGREEMENT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify and hold harmless Edia and all of our respective officers, agents, partners, and employees, from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) your feedback; (b) your use of our Services; (c) breach of this Agreement; (d) any breach of your representations and warranties set forth in this Agreement; (e) your violation of the rights of a third party, including but not limited to intellectual property rights; or (f) any overt harmful act toward any user of the Site or our Services or any other third party. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
By using the Site and/or our Services, you agree that we may collect, use, and disclose certain information about you. We may use this information to contact you using various electronic communication methods (such as email or text) for a variety of purposes, such as to inform you of additional features of the Edia Learning Platform and for purposes of informing you of any related services (“Messages”). You agree that any Messages we may transmit to you electronically will satisfy any legal communication requirements, including that such communication be in writing. You represent that when you provide us with contact information about yourself, your emergency contacts, or any other third party, that consent has been confirmed to receive Messages. You agree to notify us immediately in the event of any change to any of the contact information you provided. You agree to regularly check your voice mail, email inbox, and text alerts for Messages from us. Please be aware that text and/or data rates may apply to Messages you may receive via your mobile device, depending on the data plan you have with your mobile network operator.
THIS ARBITRATION AGREEMENT CONTAINS MANDATORY BINDING ARBITRATION AND WAIVER OF CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Informal Negotiations. In an effort to expedite resolution and to control the cost of a dispute, difference, controversy, or claim of any kind or nature whatsoever arising out of or in any way relating to the Edia Learning Platform, this Agreement, the Site, and/or our Services (“Dispute”) brought by you against us, you and Edia hereby agree to first attempt to resolve such Dispute through negotiation and amicable settlement. You agree to make good faith efforts to resolve any Dispute informally for a period of at least thirty (30) days before initiating legal action. Informal negotiations for amicable settlement will begin when we receive written notice from you. Written notice must be sent by email to: firstname.lastname@example.org.
Agreement to Binding Arbitration. If a Dispute is not satisfactorily resolved within thirty (30) days after an informal notice is received by us, then either you or Edia may submit the Dispute for a resolution to binding arbitration. You and Edia hereby agree that each and every Dispute will be submitted to, settled, resolved, and determined via binding arbitration administered by the American Arbitration Association (the “AAA”). If the Edia Learning Platform was intended for personal or household use, the AAA is authorized to apply its Consumer Arbitration Rules (see, www.adr.org/consumer) or if the Edia Learning Platform was intended for business purposes, the AAA is authorized to apply its Commercial Arbitration Rules (see, www.adr.org/commercial) (hereafter, this “Arbitration Agreement”). No demand for arbitration may be made after the date when the commencement of legal or equitable proceedings based on such Dispute would be barred by the applicable statute of limitations. New York law will apply and the place of arbitration will be Manhattan, New York. Judgment on the award rendered by the arbitrator will be entered by any court having jurisdiction thereof.
Waiver of Right to Jury Trial and Class Action. By entering into this Arbitration Agreement, both you and Edia are relinquishing the constitutional right to have such Dispute decided in a court of law before a judge or jury, and instead, are accepting the use of binding arbitration. You hereby understand and agree to resolve each Dispute only by the use of binding arbitration administered by the AAA. In addition, this Arbitration Agreement affects your ability to participate in class, collective, or representative actions (including class or collective arbitrations). To the full extent permitted by law, it is understood and agreed by you and Edia that: (i) No arbitration shall be joined with any other proceeding; (ii) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures, even if allowed under the AAA rules; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of any other parties. BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING ANY AND ALL RIGHTS TO A TRIAL BY JURY AND YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER CLASS PROCEEDING.
Mode of Arbitration and Decision. The resolution of any Dispute will be determined by one neutral arbitrator, and not a judge or jury. Each party to the Dispute is entitled to a fair hearing, but the arbitration procedures are simpler and more limited than in court. The mode of arbitration will be determined by the arbitrator. It can be in person, by phone, or online. Except where otherwise required by applicable AAA rules or applicable law, the arbitration will take place in Manhattan, New York. The arbitrator’s decision is as enforceable as any court order. The decision of an arbitrator will be binding on you and Edia and there will generally be no right to appeal an adverse decision. The arbitrator will issue all decisions in writing. The arbitrator will issue a reasoned award. The arbitration proceedings and the arbitrator’s award will be maintained by you and Edia as strictly confidential, except as is otherwise required by court order or as is necessary to confirm, vacate, or enforce the award. The arbitrator is not authorized to award punitive or other damages not measured by the prevailing party’s actual damages.
Refusal to Proceed with Arbitration. If you refuse or fail to go forward with arbitration, we reserve the right to proceed with arbitration, the appointment of an arbitrator, and a hearing to resolve the Dispute, despite your refusal to participate or your absence. Submission to any Dispute under this Arbitration Agreement may only be avoided by a valid court order, indicating that the Dispute is beyond the scope of the Arbitration Agreement as provided by New York law or that the Dispute contains an illegal aspect precluding resolution by arbitration. Any party to this Arbitration Agreement who refuses to go forward with arbitration hereby acknowledges that the arbitrator will go forward with the arbitration hearing and render a binding decision without the participation of the party opposing arbitration.
All matters relating to the Agreement, the Site, our Services, or a Dispute, and any claim for damages arising therefrom or related thereto will be construed and interpreted in accordance with the laws of the state of New York without regard to any applicable state’s choice of law provisions. You hereby consent to venue and personal jurisdiction in New York County (Manhattan), New York and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.
This Agreement, including any policies, notices, operating rules, or statements posted via the Site, or in respect to our Services, constitute the entire agreement and understanding between you and Edia. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. This Agreement operates to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We will not be responsible or liable for any loss, damage, delay or failure to act arising out of or on account of any cause beyond our reasonable control. If any provision of this Agreement is unlawful, void, or unenforceable, that provision is deemed stricken and will not affect the validity and enforceability of any remaining provisions of this Agreement. You agree to abide by the terms of this Agreement. You hereby waive any and all defenses you may have based on the electronic format and the lack of a hand-written signature by each party hereto to execute this Agreement.
If you have questions, comments, concerns, or wish to report a violation regarding this Agreement, please contact us at: email@example.com. We will try to address all issues to the best of our ability.