You understand and acknowledge that the Platform and Program Content is made available to you as a result of the following: (i) Stem Minds has entered into a services agreement with your school or school board (“Services Agreement”) for the purposes of providing you with access to educational content, games, simulators, links to third party tools, lesson plans and materials that are either (a) developed by Stem Minds (“Stem Minds Content”); or (b) developed by a third party (“Third Party Content” and together with Stem Minds Content, “Program Content”); or (ii) you have subscribed to gain access to the Platform and Program Content directly from Stem Minds.
- Acceptance of TOU
BY SELECTING THE “I ACCEPT” BUTTON BELOW, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ THIS TOU, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) REPRESENT YOU ARE ACCESSING THE PLATFORM AND PROGRAM CONTENT FOR YOURSELF OR A CHILD UNDER THE AGE OF EIGHTEEN FOR WHOM YOU ARE THE LEGAL GUARDIAN.
IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS TOU, YOU SHOULD NOT SELECT THE “I ACCEPT” BUTTON AND MAY NOT ACCESS THE PLATFORM OR PROGRAM CONTENT.
Stem Minds may amend this TOU from time to time without specific advance notice to you. You can tell if this TOU has changed by checking the effective date that appears at the bottom of this TOU. Depending on the circumstances, we may also decide to send you a notice in other ways in our discretion, such as via email or other contact information you have provided that the TOU was changed. If you continue to use the Platform after the TOU has changed or notice of the change has been given, you will be deemed to have accepted such changes.
- Access to Platform and Program Content
Stem Minds hereby grants you a limited, non-exclusive, personal, non-transferable, non-sub-licensable and revocable right to use and access (i) the Stem Minds Content; (ii) the Third Party Content; and (iii) the Platform for non-commercial and educational purposes in accordance with this TOU, the Acceptable Use Policy (as defined below) or as otherwise permitted by Third Party Terms (as defined below).
You must safeguard your login information, including username, passwords, digital certifications or other similar security mechanism used by the Platform to identify you (“Authentication ID”) that you created to access the Platform and Program Content and you must not disclose this information to anyone. You must immediately notify Stem Minds of any unauthorized use of your Authentication ID.
You may not: (a) publish, publicly perform or display, or communicate to the public or otherwise distribute to any third party any of the Program Content; (b) market, sell, re-sell or make commercial use of the any Program Content; (c) systematically collect from the Platform and use any Program Content, including the use of any data mining, robots, or similar data gathering and extraction methods; or (d) make derivative uses of the Platform or the Program Content. Except for the limited licenses and rights expressly granted to you in this TOU, the TOU does not grant you any other right or license, whether express or implied, by estoppel, or otherwise in or under any patent, trademark, copyright, or other intellectual property or proprietary right of Stem Minds or any third party. Stem Minds may terminate this license at any time for any reason whatsoever.
- Third Party Content
- User Content
If you or your child (if applicable) make any information, data or content available to Stem Minds on or through the Platform, including by contacting us, or providing comments or ideas on or about the Platform (“User Content”), you are deemed to grant Stem Minds a non-exclusive, transferable, sub-licensable, irrevocable, royalty-free, perpetual, worldwide license to store, use, copy, reproduce, modify, adapt, edit, translate, publish, perform and display any such User Content that you make available on, through, or in connection with the Platform without any payment or restriction. You are solely responsible and liable for any User Content you or your child (if applicable) make on or through the Platform. If you make User Content available, you represent that you have the right to do so. You agree that Stem Minds may proofread, summarize or otherwise edit and/or withdraw your User Content in its sole discretion and for any reason whatsoever.
- Intellectual Property
You acknowledge and agree that Stem Minds or its third party licensors own all worldwide right, title and interest, including all intellectual property rights, in and to: (i) the Platform; (ii) Program Content; and (iii) all modifications, enhancements, upgrades, updates or customization to the Program Content.
You may voluntarily provide to Stem Minds feedback, ideas, comments, and suggestions concerning the Program Content, the Platform or other related matters (“Contributions”). Contributions are subject to the following terms: (i) you warrant that Contributions do not violate any confidentiality obligations that you may have to third parties and that they do not contain proprietary rights of third parties; (ii) Contributions become the property of Stem Minds and by submitting them, you hereby assign to Stem Minds all rights in and to them and waive all moral rights that you may have; (iii) Stem Minds is free to disclose and use (or refuse to disclose or use) any Contributions at its sole discretion; and (iv) you are not entitled to any compensation or reimbursement of any kind under any circumstances.
- Instructure Acceptable Use Policy
You agree and acknowledge that access to and use of the Platform is subject to Instructure, Inc.’s Acceptable Use Policy located at https://www.instructure.com/policies/acceptable-use (“Acceptable Use Policy”). By agreeing to this TOU, you agree that you have read the Acceptable Use Policy and agree to be bound by it.
- Collection, Use and Disclosure of Personal Information
The Platform is not intended for use by individuals under the age of 13, unless consent from such individual’s parent or legal guardian has been received.
You understand Stem Minds provides the Platform and Program Content on an “as is” and “as available” basis. STEM MINDS DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE, AND INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, TITLE OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND ANY CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Further, Stem Minds does not represent or warrant that the Platform or Program Content will be available or meet your requirements, that access will be uninterrupted, that there will be no delays, failures or errors or omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system. You have sole responsibility for maintaining adequate protection and backup of your data, hardware and software and to take reasonable and appropriate precautions against viruses and other contaminating or destructive properties. If you are dissatisfied with the Platform, the Program Content or with any of the terms, conditions, guidelines, practices or policies of Stem Minds in operating the Platform and in providing the Program Content, you agree that your sole and exclusive remedy shall be to discontinue accessing the Platform and Program Content.
You agree to release, indemnify, defend and hold Stem Minds and its directors, offices, employees, agents and representatives harmless from any liability, loss, claim and expense, including reasonable lawyer’s fees, related to your violation of this TOU or the Acceptable Use Policy or improper use of the Platform or Program Contents.
- Limitation of Liability
IN NO EVENT WHATSOEVER SHALL ANY OF STEM MINDS, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD-PARTY CONTRACTORS, SUPPLIERS AND LICENSORS (COLLECTIVELY THE “STEM MINDS PARTIES”) BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF PLATFORM OR THE PROVISION OF THE SERVICES (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE PLATFORM OR THE USE OF, OR RELIANCE ON, ANY STEM MINDS CONTENT OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH THE PLATFORM OR SERVICES, OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF AVAILABILITY OF SERVICES OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE OR PROFIT OR ANY OTHER ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF THE COMPANY PARTIES OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF STEM MINDS AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO STEM MINDS FOR THE APPLICABLE CONTENT OR SERVICE IN THE LAST SIX MONTHS OUT OF WHICH LIABILITY AROSE.
- Termination of Use
Stem Minds may terminate this TOU and your use and access of the Platform and Program (i) if you fail to comply with any provision of this TOU; (ii) if you fail to pay the applicable fees invoiced by Stem Minds; (iii) if you fail to comply with any provision of the Acceptable Use Policy; or (iv) upon termination of the Services Agreement. To the extent permitted by applicable law, the disclaimers, limitations on liability, termination, interpretative provisions, and your warranties and indemnities shall survive any termination of this TOU.
This TOU and any documents referenced herein constitute the entire and only agreement between Stem Minds and you for use of the Platform and Program Content, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Platform and Program Content. Stem Mind’s failure to insist upon or enforce any provision of this TOU shall not be considered a waiver of such provision or of the right to enforce such provision. If any part of this TOU is determined to be void, invalid or unenforceable, the remaining parts will not be affected and will remain in full force and effect. The Platform is administered by Stem Minds from Ontario, Canada. The laws of the Province of Ontario and the applicable federal laws of Canada shall govern this TOU and you agree to attorn to the exclusive jurisdiction of the Province of Ontario to determine any dispute arising in relation to this TOU, without reference to the principals of conflicts of law. You and Stem Minds agree that this TOU and all documents relating thereto be drawn-up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
- Electronic Documents
This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a “writing” or “in writing”, and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed agreement.
The provisions of this section and sections 4, 5, 9, 10, 11, 13 and 14 of this TOU shall survive the expiry or termination of this TOU for any reason.
If you have any questions or comments about this TOU, please contact us at the following:
Stem Minds Corp.
212 Earl Stewart Dr
Aurora, ON L4G 6V7
Stem Minds may provide notices or communications to you on the Platform and you agree that such notices shall constitute notice to you whether or not you actually access the notice.
Effective Date: August 1, 2020