Date of Last Revision: December 10, 2020
The App and Site belong to EdNavigator, Inc., a Delaware nonstock corporation (“EdNavigator”, “we”, “our” or “us”). [For the avoidance of doubt and except where context otherwise requires, the term “App” shall also include the Forums (as defined herein).] We reserve the right to withdraw or amend the App or Site, and any service or Content (defined below) provided or displayed on the App or Site. We will not be liable if, for any reason, all or any part of the App or Site is unavailable at any time for any reason. We may terminate, suspend or discontinue any aspect of the App or Site at any time, without notice or liability.
2. User Accounts
You will be required to register, setup an account or otherwise provide information, including personal information, to access and use the App, and in some instances, to participate in certain features or to access certain content on the Site. You may register through the App. The decision to provide any of your information is purely voluntary and optional; however, if you elect not to provide us with certain information, you may not be able to access certain content or participate in certain features of the App. You represent and warrant to us that all of the information and data provided by you is accurate and complete in all respects.
If you create an account on the App, you agree to be responsible for (i) maintaining the confidentiality of passwords or other account credentials you choose, and (ii) all activities that occur under such password or account credentials. You also agree to notify us immediately of (a) any loss of your password or account credentials, or (b) any unauthorized use of your password or account credentials. We will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section of these Terms and Conditions, or for any unauthorized use of or access to your account, password or account identifiers. If you provide us with your email address during account setup, registration or otherwise, you consent to receive communications from us electronically. We may communicate with you by email or by posting notices on the App or Site. All notices from EdNavigator intended for receipt by you shall be deemed delivered and effective when sent to the email address provided by you during your completion of the registration process or when posted to and made available to you on the App. If you change your email address, you must update the email address in your account profile.
The App may contain interactive services, including but not limited to discussion groups, news groups, bulletin boards, chat rooms, blogs and other social networking features (collectively, “Forums”), which may allow you to post, transmit or submit information or other data, including, but not limited to, writings, images, illustrations, audio recordings and video recordings (“Postings”). We may or may not actively monitor Postings on Forums. Similarly, we may or may not exercise editorial control over Postings on any Forum. You may be exposed to content on Forums that is inaccurate, fraudulent or deceptive, or that you find offensive or objectionable. Your use of Forums is at your own risk.
We reserve the right, but are not obligated, to monitor Forums and to remove or alter any Postings that we consider, in our sole discretion, to constitute misuse of the App or Site. We may restrict, suspend or terminate your use of these services, any Forum, the App or Site where, in our sole discretion and without notice, we believe that there may have been such a misuse.
The following examples constitute misuse of the App and Site:
- using the App or Site for any improper, unlawful, or immoral purpose;
- causing any nuisance by your use of the App or Site or causing the operation of the App or Site to be jeopardized or impaired;
- using the App or Site to create, host, or transmit (whether in a Forum or otherwise) any defamatory, offensive, or obscene material, or engaging in activities which would cause offense to others on grounds of race, religion, creed, or sex;
- using the App or Site to harm or attempt to harm minors in any way;
- using the App or Site to create, host, or transmit any material that threatens or encourages bodily harm or the destruction of property, or would constitute a criminal offense or give rise to civil liability;
- using the App or Site to create, host, or transmit material which infringes or misappropriates the copyright, trademark, patent, trade secret, privacy, right of publicity, or other intellectual property or proprietary rights of any other party;
- using the App or Site to create, host, or transmit unsolicited advertising material to other users;
- using the App or Site to create, host, or transmit any material that harasses another;
- using the App or Site to make false, misleading, deceptive, or fraudulent offers to sell or buy products, items, or services, or to send chain letters or pyramid schemes or the like;
- adding, removing, or modifying identifying network header information or copyright management information, including author names, publication dates, or clearance agency names, in an effort to deceive or mislead;
- using the App or Site to access, or to attempt to access, the accounts of others or to penetrate or attempt to penetrate our or a third party’s security measures, computer software, hardware, electronic communication systems, or telecommunications systems;
- using the App or Site to collect, or attempt to collect, personal information about third parties without their knowledge or consent, or to engage in “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other data;
- using the App or Site for any activity which adversely affects the ability of other people or systems to use the services or the Internet generally, including, without limitation, flooding and hacking;
- reselling, repurposing, or redistributing any intellectual property provided by us, our contractors or our licensees without our prior written consent;
- impersonating any person or entity or using a false name that you are not authorized to use;
- submit, disclose or post any protected health information (as that term is defined in the Health Insurance Portability and Accountability Act) relating to any individual;
- other than as necessary to establish an account on the App or Site, disclosing any personally identifiable information about yourself or any other party (e.g. telephone number, geographic address, or any other information from which an individual’s identity or contact information can be derived); and
This list only serves to provide examples and is not meant to be an exhaustive list of the types of unacceptable uses of the App, Site or Forums that may result in the restriction, suspension, or termination of your use of the App, Site or Forums. Due to the global nature of the Internet, users hereby agree to comply with all local rules regarding online conduct and acceptable content. Users also agree to comply with any applicable rules regarding the export of any data from any country.
Any Postings you make will be deemed not to be confidential or secret. You understand that personal and other information (e.g., username, email address, phone number) that you post on or through Forums is generally accessible to, and may be collected and used by, others and may result in unsolicited messages or other contact from others. You should not include any personally identifiable information about yourself or any other person in any Postings. We reserve the right, but not the obligation, to remove any Postings that contain personally identifiable information. We shall not be liable for the use or misuse of any information or data, including personal information, that you post on our Forums.
You represent, warrant and covenant that your Postings are original to you and owned by you (or you otherwise possess all necessary rights with respect to such Postings), do not infringe, misappropriate or otherwise violate another party’s intellectual property rights, are not obscene, vulgar, offensive, malicious, discriminatory, defamatory, threatening, libelous or otherwise unlawful, that no other party has any rights thereto, and that any “moral rights” in your Postings have been waived, and you grant us and our designees a royalty-free, fully paid up, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, and fully transferable, assignable, and sub-licensable (through multiple tiers) right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute (through multiple tiers), perform, and publicly display such Postings (in whole or in part) or to incorporate them in other works in any form, media, or technology now known or later developed for any editorial, commercial, non-commercial, promotional, or other purpose. Except for the foregoing license, we do not claim ownership of any copyright in your Postings. You acknowledge and agree that none of your Postings will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for exercising any of the foregoing license rights to such Postings.
We are not responsible for maintaining your Postings and we may delete or destroy them at any time. You acknowledge and agree that we may (but are not obligated to) do any or all of the following, at our discretion: (a) monitor or filter any Postings (including without limitation by means of blocking or replacing expletives or other language that may be deemed harmful or offensive); (b) alter, remove, or refuse to send, transmit or otherwise use any Postings; or (c) disclose any Postings, and the circumstances surrounding the transmission or use thereof, to any third party in order to operate the App or Site; to protect our affiliates, distributors, partners, licensors, advertisers, sponsors, and users; to comply with legal obligations or governmental requests; to enforce these Terms and Conditions; or for any other reason or purpose. You acknowledge and agree that the entry of a Posting is at your sole risk, and that EdNavigator is not responsible for any loss of such submission, any loss of confidentiality or privacy in connection therewith, or any other loss or liability relating to such submission in any way.
CONTENT POSTED BY USERS TO FORUMS IS NOT ENDORSED BY US, EVEN IF IT IS NOT REMOVED BY US. IT IS YOUR RESPONSIBILITY TO EVALUATE AND CONFIRM THE ACCURACY OF INFORMATION PROVIDED BY OTHER USERS ON OR THROUGH FORUMS. The opinions expressed in Forums are not ours. Any statements, advice, and opinions made by participants are those of such participants only. We shall not be held responsible for any statements, advice, opinions, or other content or materials on Forums. You release us from all claims and demands of every kind and nature, known and unknown, however arising out of or in any way connected with a dispute with another user of the App or Site.
4. Intellectual Property Rights
As between you and EdNavigator, (a) the App and Site, including, but not limited to, all trademarks, trade names, brand names, logos and images, service marks, trade dress and other intellectual property rights thereto, and (b) all information, materials, software or HTML code, scripts, text, artwork, photography, images, video and audio, and the design, selection and arrangement thereof and all intellectual property associated therewith, that are displayed or contained on or in the App or Site (excluding Postings, the “Content”), are the sole property of EdNavigator and are protected by United States and international copyright, trademark, patent and other intellectual property or proprietary rights laws and unfair competition laws. All Content is provided as a service to users of the App or Site. Subject to the limited license set forth below, nothing contained in the Terms and Conditions shall be construed as conferring any right, title or interest in the App, Site or the Content.
5. Limited Right
Upon your acceptance of the Terms and Conditions, EdNavigator grants you a limited, non-transferable, non-sublicensable, non-exclusive, revocable right to access and use the App, Site and Content for your personal and professional, but non-commercial use only. This right is subject to the following restrictions: (i) you may not copy, publish, distribute, perform, display, post, modify, create derivative works from, sell, license, reverse engineer or otherwise exploit the App, Site or any Content without the prior written permission of EdNavigator; (ii) you may not permit any copying of the Content; (iii) you may not remove or alter any copyright, trademark or other proprietary rights notices from copies of the Content from the App or Site; and (iv) you will not use the App or Site for any purpose that is unlawful or prohibited by the Terms and Conditions or any applicable laws or regulations. EdNavigator may revoke this limited right at any time for any or no reason. All rights not expressly granted are reserved by EdNavigator.
6. Use Restrictions
While using the App or Site, you agree not to: (a) defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others' privacy rights or rights of publicity; (b) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use any fraudulent, misleading or inaccurate email address or other contact information; (c) restrict or inhibit any other user from using the App or Site, including, without limitation, by means of “hacking” or defacing any portion of the App or Site; (d) express or imply that any statements you make are endorsed by us; (e) upload to, transmit through, or display on the App or Site any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us); (f) engage in spamming or flooding; (g) transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature; (h) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the App or Site; (i) remove any copyright, trademark or other proprietary rights notices contained in or displayed on any portion of the App or Site; (j) “frame” or “mirror” any portion of the App or Site, or link to any page of or material on the App or Site; (k) use any robot, spider, site search/retrieval App or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the App or Site; or (l) harvest or collect information about users of the App or Site.
You may be able to link to third party websites or resources from the App or Site (“Linked Sites”). Linked Sites are provided solely as a convenience to users of the App or Site and are not an endorsement of any information, product or service reached through such Linked Sites. The Linked Sites are not under our control and we are not responsible for examining or evaluating the content or accuracy of, and we do not warrant and will not have any liability or responsibility for, any Linked Sites, or for any other materials, products, or services offered on the Linked Sites. You should carefully review the privacy notices and other conditions of use at the Linked Sites.
8. Disclaimers and Limitation of Liability
THE APP, SITE AND ALL CONTENT AND FUNCTIONALITY INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE APP OR SITE, ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. EDNAVIGATOR DOES NOT WARRANT THAT THE CONTENT OF THE APP OR SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. NEITHER EDNAVIGATOR NOR ITS THIRD PARTY PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OR AVAILABILITY OF THE APP, SITE OR CONTENT, OR FUNCTIONALITY INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE APP OR SITE. the CONTENT on the APP AND site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information.
YOU EXPRESSLY AGREE THAT YOUR USE OF (OR INABILITY TO USE) THE APP OR SITE OR SUBMISSION OF INFORMATION OR POSTINGS, IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, EDNAVIGATOR (ON BEHALF OF ITSELF AND ITS THIRD PARTY PROVIDERS) DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. EDNAVIGATOR DOES NOT REPRESENT OR GUARANTEE THAT THE APP OR SITE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND EDNAVIGATOR (ON BEHALF OF ITSELF AND ITS THIRD PARTY PROVIDERS) DISCLAIMS ANY LIABILITY RELATING THERETO.
IN NO EVENT WILL THE EDNAVIGATOR INDEMNITEES (AS DEFINED BELOW) BE LIABLE, AND YOU HEREBY WAIVE ANY CLAIM AGAINST THE EDNAVIGATOR INDEMNITEES AND RELEASE THE EDNAVIGATOR INDEMNITEES FROM ANY LIABILITY FOR ANY LOSS OR DAMAGES OF ANY KIND ARISING FROM (A) THE USE OF THE APP OR SITE, (B) ANY CONTENT OR FUNCTIONALITY INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE APP OR SITE, (C) ANY ACTIONS EDNAVIGATOR TAKES OR FAILS TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO EDNAVIGATOR, (D) ANY POSTING, OR (E) THE DELAY OR INABILITY TO USE THE APP OR SITE; INCLUDING ALL DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY AND CONSEQUENTIAL DAMAGES, WHETHER UNDER CONTRACT, LAW, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, EVEN IF EDNAVIGATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. At EDNAVIGATOR’S option, EDNAVIGATOR may seek all remedies available to IT under law and in equity, including injunctive relief in the form of specific performance to enforce the Terms and Conditions or actions for damages.
YOUR SOLE AND EXCLUSIVE REMEDY (INCLUDING FOR DAMAGES AND OTHER LOSSES) FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH EDNAVIGATOR RELATED IN ANY WAY TO THE USE OF THE APP OR SITE IS TO DISCONTINUE YOUR USE OF THE APP OR SITE. YOU AND EDNAVIGATOR AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE APP OR SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You will indemnify and hold harmless EdNavigator and [its affiliates], and its [and their] respective directors, officers, employees, agents, representatives, licensors, and third party providers (collectively, the “EdNavigator Indemnitees”), on demand, from and against any and all fines, penalties, liabilities, losses, damages and other amounts of any kind whatsoever (including attorneys’ and experts’ fees), incurred by any of the EdNavigator Indemnitees, and shall defend the EdNavigator Indemnitees against (1) all claims arising out of or relating to your use of the App or Site, including that any Postings or other information, data or materials (whether tangible or intangible) provided by you in connection with your use of the App, Site or the Terms and Conditions, or use thereof by any EdNavigator Indemnitee, infringes, misappropriates or otherwise violates any trademark, trade secret, patent, copyright or other intellectual property right, proprietary right or privacy right of a third party; (2) all claims arising out of or relating to fraud committed by, or the intentional misconduct or gross negligence of, you; and (3) all claims arising out of or relating to your failure to comply with, or breach by you of, any provision of the Terms and Conditions.
We reserve the right to assume the exclusive defense and control of any matter otherwise subject to this section and, in such case, you agree pay for all costs and expenses arising out of or relating to such defense and to cooperate with us in the defense of such matter, at your sole cost and expense.
10. Jurisdiction and Governing Law
The Terms and Conditions shall be governed by and construed in accordance with the laws, rules and regulations of the State of Delaware without giving effect to any choice-of-law provision or rule (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You hereby irrevocably consent and submit to the jurisdiction and venue of the courts located in the State of Delaware for the adjudication of any matter arising out of or relating to the Terms and Conditions and waive any objection based on improper venue or inconvenient forum. No course of dealing or usage of trade will apply to the Terms and Conditions. We recognize that it is possible for you to obtain access to the App and Site from any jurisdiction in the world, but we have no practical ability to prevent such access. The App and Site have been designed to comply with the laws of the State of Delaware and of the United States. If any Content, or your use of the App or Site, is contrary to the laws of the place where you are when you access it, the App and Site are not intended for you, and we ask you not to use the App or Site. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.
11. DMCA Notice
EdNavigator is committed to protecting copyrights and expects users of the App and Site to do the same. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any material used or displayed on or through the App or Site infringes your copyright, you (or your agent) may send our designated copyright agent a notice requesting that the material be removed, or access to it blocked. The notice must include the following information in writing:
- 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 location where the original or an authorized copy of the copyrighted work exists, for example the URL of the website where it is posted or the name of the book in which it has been published;
- Identification of the material that is claimed to be infringing and a description of the infringing activity and information reasonably sufficient to permit EdNavigator to locate the material;
- Information reasonably sufficient to permit EdNavigator to contact you, such as an address, telephone number, and if available, an email address;
- 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.
Our designated copyright agent for notice of copyright infringement on the App or Site may be contacted at email@example.com. You acknowledge that if you fail to comply with all of the above requirements, your notice may not be valid. We may not be able to remove material from Linked Sites. You may need to contact the appropriate Linked Site for removal of your work.
12. Entire Agreement
The Terms and Conditions govern your use of the App and Site, including the submission of all data, information and other materials (whether tangible or intangible and including order, payment and personal information) through the App or Site. The Terms and Conditions constitute the entire agreement between you and EdNavigator with regard to your use of the App and Site and all matters addressed herein and supersedes all prior written or oral agreements or understandings previously existing between you and EdNavigator. No terms or conditions endorsed upon, delivered with or contained in or communicated by any of the foregoing will form part of the Terms and Conditions.
Failure by EdNavigator to enforce any provision in the Terms and Conditions will not be construed as a waiver of such or any other provision. No waiver will be binding upon EdNavigator unless in writing and signed by an authorized representative of EdNavigator, and any such waiver will be limited to the particular instance referred to. If any provision of the Terms and Conditions is held to be invalid, illegal or unenforceable for any reason, the remainder of the Terms and Conditions will continue in full force and effect and such invalid provision, to the maximum extent permitted by law and to the extent possible, will be construed in accordance with the original intent of the parties, and to the extent not possible, will be deemed severable from the Terms and Conditions. Headings used in the Terms and Conditions are for reference purposes only and in no way define or limit the scope of the section. As used in the Terms and Conditions, the word “including” and words of similar import means “including, without limitation.” You may not assign these Terms and Conditions (or any rights, benefits or obligations hereunder) by operation of law or otherwise without the prior written consent of EdNavigator, which may be withheld in EdNavigator’s sole discretion. Any purported assignment by you that does not comply with the terms of this Section 13 shall be null and void. EdNavigator may assign these Terms and Conditions, in whole or in part, in its sole discretion. In the event these Terms and Conditions are terminated as between you and EdNavigator, all provisions which, expressly or by their nature, survive termination of these Terms and Conditions, including, but not limited to, Sections 4, 8, 9, 10 and 13, will survive termination.
We welcome your feedback about the App or Site. However, any comments, ideas, notes, messages, suggestions or other communications sent to us shall be and remain the exclusive property of EdNavigator, and we may use all such communications in any manner without compensation to you.
Should you have any questions or complaints regarding the App Terms and Conditions, please contact us by email at firstname.lastname@example.org.