Effective Date: August 20th, 2013
Welcome to the iLearnWith educational program. This “Program” is composed of two elements: the iLearnWith applications (the “Applications”) and a progress tracking and recommendation service (the “Service”). The Program is operated by Tribal Nova, Inc. (“Tribal Nova”, “we”, “our” or “us”), with offices at 4200, Boulevard St.-Laurent, Ste. 1203, Montreal (Quebec), Canada H2W 2R2, a subsidiary of Houghton Mifflin Harcourt Publishing Company (“HMH”).
This document sets forth the Terms governing the Program and your use of the Applications and Service (collectively, the “Terms”). In order to use the Program, you must agree to the Terms. In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Program or to a service or product offered by us (in each such instance, and collectively “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
By downloading and using the Applications, and/or signing in and using the Service, you:
(a) specifically agree to abide by the Terms (and any applicable Additional Terms) that are posted thereon at such time, including any modifications that have been posted since your last visit; and
Free and Voluntary Account creation
The Service will require you to register an account before use. Should you choose to register for the Service, you agree to provide accurate and current information about yourself and to promptly update such information as necessary in order to ensure that it is accurate and complete. You agree to be responsible for:
(a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration over the Service, and
(b) all activities that occur under such password or account. Further, you agree to notify us of any unauthorized use of your password or account.
The Service allows you to optionally download and install a number of applications which are part of the Program. The Applications include Kidcore, a software program developed by Tribal Nova that powers a certain number of features of the Service (the “Software”). By installing the Software, you agree that Tribal Nova shall 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 use of the Software. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All title and copyrights in and to the Software and Applications are owned by Tribal Nova. The Software is licensed to you for the term of your use of the Service and not sold to you. Your right to use the Software is limited, personal, non-transferable, and non-exclusive.
Use of the Software is further subject to the following restrictions:
1. You may not delete or obscure any copyright, trademark or other proprietary notice on the Software or accompanying printed materials.
2. You may not decompile, modify, reverse engineer, disassemble or otherwise reproduce the Software.
3. You may not rent, lease, or sublicense the Software, create derivative works based on the Software, or otherwise commercially exploit the Software.
User’s Obligation to Abide By Applicable Law
In connection with the use of the Service, you shall abide by all applicable federal, state or local laws, including those pertaining to such areas as libel, slander, defamation, trade libel, product disparagement, harassment, invasion of privacy, tort, obscenity, indecency, and copyright and trademark infringement (“Applicable Law”). The Applications and the Service includes intellectual property that is protected under the copyright, trademark and other intellectual property laws of the United States, Canada and/or other countries (“Intellectual Property Laws”). Such Intellectual Property Laws generally prohibit the unauthorized reproduction, distribution or exhibition of all text, photographic and graphic (art and electronic) images, music, sound samplings and other protected materials. The violation of applicable Intellectual Property Laws may give rise to civil and/or criminal penalties.
No License; Intellectual Property of Tribal Nova and Other Parties
Except as expressly provided, nothing herein or within the Service and the Applications shall be construed as conferring any license under any of Tribal Nova’s or any third party’s intellectual property rights, whether by implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain content available through and used to operate the Service and Applications, including, without limitation, the Software, are protected by copyright, trademark, patent, or other proprietary rights of Tribal Nova, licensors, and/or service providers. Without limiting the generality of the foregoing, the rights granted to you herein are expressly made subject to full and strict compliance by you with any and all of the provisions of these Terms and applicable Additional Terms, including, without limitation, full and strict compliance with all of the following limitations: you undertake, acknowledge and agree that you shall not, and shall not allow any other third party, to:
(a) remove any copyright, trademark or other proprietary notice or disclaimer (each, a “Notice”) from the Service;
(b) make a use of the Service for any purpose other than the purpose for which such intellectual property is made available to you through the Service;
(c) modify, copy, adapt, translate or create derivative works, of any kind whatsoever, of any software or programs used in connection with the Applications and the Service; or
(d) reverse engineer, de-compile, disassemble or otherwise attempt to derive the source code of any of the software or programs used in connection with the Applications and the Service.
Prohibition Against Rogue Programming
You shall not post, transmit or make available in any way through the Service any software or other materials which contain a computer virus, trojan horse, timebomb, worm or other rogue programming (“Rogue Programming”). Tribal Nova has no obligation to detect the presence of any Rogue Programming. Any downloading of software or other materials or any other use of the Service is at your own risk, and you are advised to take adequate precautions to minimize any loss to your system caused by Rogue Programming.
Content You Submit
You are responsible for the content of any information you post to the Service or otherwise submit to us (“User Content”). You hereby grant to Tribal Nova, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to:
(a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and
(b) use any ideas, concepts, know-how, or techniques contained in any User Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section.
Tribal Nova has no obligation to, and does not in the normal course, monitor or control any information that is or becomes available on the Service. However, Tribal Nova reserves the right to review any information that is or becomes available on the Service. Tribal Nova reserves the right to remove any information that, in Tribal Nova’s sole discretion, is illegal, violates third party rights, is inconsistent with the nature and purpose of the Program, or is otherwise inappropriate, Tribal Nova has no obligation to exercise such reservation of rights by Tribal Nova. User Content submitted by you or others need not be maintained by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User Content on the Service or elsewhere.
Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND THE SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER TRIBAL NOVA NOR ITS LICENSORS WARRANT THAT ANY INFORMATION IS COMPLETE OR ACCURATE, THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION IS FREE OF ROGUE PROGRAMMING.
Limitation of Damages
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL TRIBAL NOVA, ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE USE OR INABILITY TO USE THE SERVICE, INCLUDING WITHOUT LIMITATION USE OF OR RELIANCE ON INFORMATION AVAILABLE ON THE SERVICE, INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETIONS OF FILES, DELAYS IN OPERATION OR TRANSMISSION, NON-DELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, OR ANY OTHER FAILURE OF PERFORMANCE.
Release and Indemnity
YOU HEREBY RELEASE AND WAIVE ANY AND ALL CLAIMS AND/OR LIABILITY AGAINST TRIBAL NOVA, TRIBAL NOVA LICENSORS ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICE. YOU ALSO AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS, TRIBAL NOVA AND HMH, FROM AND AGAINST, ANY AND ALL CLAIMS OR LIABILITY, INCLUDING COSTS AND ATTORNEYS FEES, ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICE OR FAILURE TO ABIDE BY APPLICABLE LAW.
You acknowledge and agree that Tribal Nova reserves the right at any time to modify or discontinue the Applications and/or Service, in whole or in part, with or without notice to you, and that Tribal Nova will not be responsible or liable, directly or indirectly, to you or any other person in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such modifications or discontinuance.
You acknowledge and agree that Tribal Nova, in its sole and absolute discretion, may, without notice to you, suspend or terminate your account or your use of, or access to, the Service, and remove and discard any information or content related to such Service (and your use thereof), for any reason, including where Tribal Nova believes that you have violated any of the Terms. You further agree that Tribal Nova shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with the Applications or Service or with any terms, conditions, rules, policies, guidelines, or practices of Tribal Nova in operating the Program, your sole and exclusive remedy is to discontinue using the Service and use the Applications in anonymous mode without use of the Service. Tribal Nova shall not be required to refund to you any amounts paid for the Applications for termination, interruption of the Service or any other reason. Any suspension or termination will not affect your obligations to us under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from us, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Program. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction and choice of law.
Trademarks and Copyright
iLearnWith, Boing and Tribal Nova are trademarks of Tribal Nova. All product, brand and company names and logos used on the Applications and Service are the trademarks or registered trademarks of their respective owners. Any use of any of the marks appearing on the Service without the express written consent of Tribal Nova or the owner of the mark, as appropriate, is strictly prohibited.
All information and content contained on, or made available over, the Applications and the Service are copyright of Tribal Nova or its licensors. All rights reserved. Any copying, republication or redistribution of such content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of the copyright owner and Tribal Nova.
Governing Law and Miscellaneous
The Terms constitute the entire agreement between Tribal Nova and you pertaining to your use of the Application and the Service and supersede any prior agreements between you and Tribal Nova. Tribal Nova’s failure to insist upon or enforce strict performance of any right or provision of the Terms shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in the Terms are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. The Terms shall be governed by and construed in accordance with the laws of the province of Quebec, Canada. You agree that any dispute in connection with the Service shall be the sole and exclusive jurisdiction of the courts of Montreal, Canada and you irrevocably agree to the jurisdiction of such courts. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Tribal Nova. We are free to assign the Terms and Additional Terms and to delegate our duties.
In connection with the Service you may receive communications inside the applications, through email or Facebook notifications. These communications may be of an informative nature such as the learning progress of a child or a recommendation or they may be of a promotional nature such as information about new Applications or price promotions available in the Program. If you do not wish to receive such communications your sole and exclusive remedy is to discontinue using the Service and continue to use the Applications in anonymous mode without using the Service.
Modifications to the Terms
The Program and the terms and conditions of its use will evolve as our services evolve. Accordingly, you agree that the Terms, and any Additional Terms, are subject to prospective change from time to time upon notice, and your continued use of the Program is conditioned upon your acceptance of any modifications hereto that are then posted on the Program, which you acknowledge is a sufficient means of giving you notice of the prospective changes.
Tribal Nova controls and operates the Service from its offices in Canada and servers in the U.S.A. and makes no representation that the Applications or Service are appropriate or available for use beyond the U.S.A. and Canada. If you use the Program from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. We reserve the right to limit the availability of the Program, and/or the provision of any content, program, product, service, or other feature described or available on or in connection with the Program, to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
If you have any questions or concerns regarding these Terms, please email: firstname.lastname@example.org.