Kira Learning Terms of Service
Last Modified: October 10, 2023
Please read these Terms of Service (the “Terms”) and our [Privacy Notice](https://kira-learning.org/about/privacy) (“Privacy Notice”) carefully because they govern your use of the website located at [https://kira-learning.com](https://kira-learning.com) (the “Site”) and the services accessible via the Site and corresponding mobile application (“App”) offered by Kira Learning, Inc. (“Kira”). To make these Terms easier to read, the Site, our services and App are collectively called the “Services.”
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND KIRA THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION FOR INDIVIDUALS” AND SECTION 17 “DISPUTE RESOLUTION FOR ENTITIES” BELOW FOR DETAILS REGARDING ARBITRATION.
1. Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
2. Privacy Notice
(a) Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share personal information.
(b) Privacy of Students. The privacy of students’ information is important to us. Our collection and use of students’ educational records are governed by our contracts with schools, our Privacy Notice including our COPPA Privacy Notice, and by applicable privacy laws including the Family Educational Rights and Privacy Act (“FERPA”). Notwithstanding anything to the contrary in these Terms, we will not use or disclose educational records or personally identifiable information from educational records (as such terms are defined under FERPA, collectively “FERPA PII”) in a manner violative of parents or students’ rights under FERPA. If required pursuant to FERPA, we will seek parents’ or eligible students’ consent prior to disclosing FERPA PII to any third parties (other than those permitted by law). Under FERPA, parents and eligible students also have the rights to access, inspect and review educational records, and to challenge and correct their contents. If you have any questions or would like to exercise these rights, please contact the student’s school directly.
3. Changes to these Terms or the Site
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.-
4. Who May Use the Site?
(a) Use of the Services. Except as set forth in Section 4(b), or if you are a student and access or use the Services as part of your educational curriculum at your school, you may use the Services, as an individual user, only if you are at least sixteen years of age, and not otherwise barred from using the Services under applicable law. If you are an individual user sixteen years of age or older but under the age of majority in your respective jurisdiction, you hereby represent and warrant that your parent or legal guardian has read these Terms and accepts them on your behalf. Parents and legal guardians are responsible for the acts of their minor children when using the Services, whether or not the parent or guardian has authorized such acts.
(b) Account Registration. For certain features of the Services, users will need to create an account (“Account”). A user that creates an Account is referred to as an “Account Holder.” Account Holders may create sub-Accounts for users who are under the age of sixteen provided that the Account Holder is the parent, guardian, or other legal entity capable of providing consent on behalf of such underage user (each a “Child User”) in compliance with applicable laws. All Child Users are subject to and must comply with the Terms. When you create an Account, it’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. Account Holders are responsible for all activities that occur under their accounts, including, but not limited to, all activities of Child User sub-Accounts and Account charges.
(c) Authorized Users. If you are a company or other legal entity, the Services may only be accessed and used by those individuals who have been designated and authorized by you to be granted such access (each an “Authorized User”). Authorized Users may include Child Users. Each Account for the Services may only be accessed and used by the specific Authorized User for whom such Account is created. The Account credentials are confidential and cannot be shared or used by more than one person. You are responsible and liable for: (i) all actions taken under an Authorized User’s credentials, whether or not such action was taken or authorized by the Authorized User; and (ii) all uses of the Services resulting from access provided by Kira, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.
(d) Child User Privacy. Please see our COPPA Privacy Notice to learn how we handle information of children under the age of sixteen. If you are an Account Holder that is a company or other legal entity creating a sub-Account on behalf of a Child User, you represent and warrant that you have all necessary rights, authority, and consents for Kira’s processing of Child User personal information as contemplated by these Terms.
5. Feedback
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
6. Your Content
(a) Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, software, audio, and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. Kira does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
(b) Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Kira a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating, providing, and improving the Services. Notwithstanding the foregoing, except as part of the course curriculum, where students will be able to see other students’ work, and teachers will be able to see work of their students, we will not transfer, sublicense, or otherwise disclose any portions of such User Content which are FERPA PII to any third parties (other than those permitted by law) without obtaining the applicable parent’s or eligible student’s consent.
(c) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Kira on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(d) Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
(e) Kira’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
7. Rights and Terms for Apps
(a) App License. If you comply with these Terms, Kira grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means. (b) Additional Information: Apple App Store. This Section 7(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
General Prohibitions and Kira’s Enforcement Rights
You will not, and will ensure your Authorized Users will not, do any of the following: (a) Post, upload, publish, submit or transmit any User Content 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 person or entity; or (vii) promotes illegal or harmful activities or substances; (b) Use, display, mirror or frame the Services or any individual element within the Services, Kira’s name, any Kira trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Kira’s express written consent; (c) Access, tamper with, or use non-public areas of the Services, Kira’s computer systems, or the technical delivery systems of Kira’s providers; (d) Attempt to probe, scan or test the vulnerability of any Kira system or network or breach any security or authentication measures; (e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Kira or any of Kira’s providers or any other third party (including another user) to protect the Services; (f) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Kira or other generally available third-party web browsers; (g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; (h) Use any meta tags or other hidden text or metadata utilizing a Kira trademark, logo URL or product name without Kira’s express written consent; (i) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms; (j) 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 Services to send altered, deceptive or false source-identifying information; (k) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; (l) 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 Services; (m) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; (n) Impersonate or misrepresent your affiliation with any person or entity; (o) Violate any applicable law or regulation; or (p) Encourage or enable any other individual to do any of the foregoing. (q) Kira is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
DMCA/Copyright Policy
Kira respects copyright law and expects its users to do the same. It is Kira’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Kira’s Copyright Policy for further information.
Links to Third Party Websites or Resources
The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
Termination
We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at info@kira-learning.com. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6(b), 6(c), 6(e), 8, 11, 12, 13, 14, 15, 16, 17, and 18.
Warranty Disclaimers
The Services are provided “as is,” without warranty of any kind. Without limiting the foregoing, we explicitly disclaim any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement, and any warranties arising out of course of dealing or usage of trade. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
Indemnity
You will indemnify and hold Kira and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.
Limitation of Liability
(a) To the maximum extent permitted by law, neither Kira nor its service providers involved in creating, producing, or delivering the Services will be liable for any incidental, special, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these Terms or from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Kira or its service providers have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. (b) To the maximum extent permitted by law, in no event will Kira’s total liability arising out of or in connection with these Terms or from the use of or inability to use the Services exceed the amounts you have paid or are payable by you to Kira for use of the Services or one hundred dollars ($100), if you have not had any payment obligations to Kira, as applicable. (c) The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Kira and you.
Governing Law and Forum Choice
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 “Dispute resolution for individuals” or Section 17 “Dispute resolution for entities” (as applicable), the exclusive jurisdiction for all Disputes (defined below) that you and Kira are not required to arbitrate will be the state and federal courts located in San Francisco, California, and you and Kira each waive any objection to jurisdiction and venue in such courts.
Dispute Resolution for Individuals
If you are an individual who uses the Services for yourself or your Child User and not on behalf of an organization or entity, disputes with Kira shall be resolved as set forth in this Section 16. (a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Kira agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Kira are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. (b) Exceptions. As limited exceptions to Section 16(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. (c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Consumer Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Consumer Rules. The AAA provides a form Demand for Arbitration at www.adr.org. The arbitration will be conducted using remote conferencing technology (e.g., by videoconference), in person in San Francisco, California, United States or at some other location that we both agree to. Disputes that meet the requirements for desk arbitrations as set forth in the AAA Consumer Rules, may be resolved by the submission of documents only, as set forth in the AAA Consumer Rules, unless the Arbitrator decides that a hearing is necessary. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. (d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. (e) Injunctive and Declaratory Relief. Except as provided in Section 16(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration. (f) Class Action Waiver. You and Kira agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void. (g) Severability. With the exception of any of the provisions in Section 16(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
Dispute Resolution for Entities
If you are accessing and using the Services on behalf of a company or other legal entity, any Dispute will be resolved exclusively according to the process set forth in Section 16, expressly including the class action waiver, except that, to the extent legally permitted, (a) each party will be responsible for their own filing, administrative, arbitrative and similar fees, (b) the losing party will pay the prevailing party for all costs and attorney’s fees, and (c) the AAA Commercial Arbitration Rules will apply to any arbitration between us.
General Terms
(a) Reservation of Rights. Kira and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. You may be able to modify some of the content available on our Services. If you do so, you hereby grant us an unlimited, irrevocable, perpetual, transferable, sublicensable, fully paid up, royalty free right and license to use any modifications you create in our business. Notwithstanding the foregoing, except as part of the course curriculum, where students will be able to see other students’ work, and teachers will be able to see work of their students, we will not transfer, sublicense, or otherwise disclose any portions of such modifications which are FERPA PII to any third parties (other than those permitted by law) without obtaining the applicable parent’s or eligible student’s consent. (b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Kira and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Kira and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Kira’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Kira may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. (c) Notices. Any notices or other communications provided by Kira under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. (d) Waiver of Rights. Kira’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Kira. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information
If you have any questions about these Terms or the Services, please contact Kira at info@kira-learning.com.
Kira Learning Terms of Service
Last Modified: October 10, 2023
Please read these Terms of Service (the “Terms”) and our [Privacy Notice](https://kira-learning.org/about/privacy) (“Privacy Notice”) carefully because they govern your use of the website located at [https://kira-learning.com](https://kira-learning.com) (the “Site”) and the services accessible via the Site and corresponding mobile application (“App”) offered by Kira Learning, Inc. (“Kira”). To make these Terms easier to read, the Site, our services and App are collectively called the “Services.”
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND KIRA THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION FOR INDIVIDUALS” AND SECTION 17 “DISPUTE RESOLUTION FOR ENTITIES” BELOW FOR DETAILS REGARDING ARBITRATION.
1. Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
2. Privacy Notice
(a) Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share personal information.
(b) Privacy of Students. The privacy of students’ information is important to us. Our collection and use of students’ educational records are governed by our contracts with schools, our Privacy Notice including our COPPA Privacy Notice, and by applicable privacy laws including the Family Educational Rights and Privacy Act (“FERPA”). Notwithstanding anything to the contrary in these Terms, we will not use or disclose educational records or personally identifiable information from educational records (as such terms are defined under FERPA, collectively “FERPA PII”) in a manner violative of parents or students’ rights under FERPA. If required pursuant to FERPA, we will seek parents’ or eligible students’ consent prior to disclosing FERPA PII to any third parties (other than those permitted by law). Under FERPA, parents and eligible students also have the rights to access, inspect and review educational records, and to challenge and correct their contents. If you have any questions or would like to exercise these rights, please contact the student’s school directly.
3. Changes to these Terms or the Site
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.-
4. Who May Use the Site?
(a) Use of the Services. Except as set forth in Section 4(b), or if you are a student and access or use the Services as part of your educational curriculum at your school, you may use the Services, as an individual user, only if you are at least sixteen years of age, and not otherwise barred from using the Services under applicable law. If you are an individual user sixteen years of age or older but under the age of majority in your respective jurisdiction, you hereby represent and warrant that your parent or legal guardian has read these Terms and accepts them on your behalf. Parents and legal guardians are responsible for the acts of their minor children when using the Services, whether or not the parent or guardian has authorized such acts.
(b) Account Registration. For certain features of the Services, users will need to create an account (“Account”). A user that creates an Account is referred to as an “Account Holder.” Account Holders may create sub-Accounts for users who are under the age of sixteen provided that the Account Holder is the parent, guardian, or other legal entity capable of providing consent on behalf of such underage user (each a “Child User”) in compliance with applicable laws. All Child Users are subject to and must comply with the Terms. When you create an Account, it’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. Account Holders are responsible for all activities that occur under their accounts, including, but not limited to, all activities of Child User sub-Accounts and Account charges.
(c) Authorized Users. If you are a company or other legal entity, the Services may only be accessed and used by those individuals who have been designated and authorized by you to be granted such access (each an “Authorized User”). Authorized Users may include Child Users. Each Account for the Services may only be accessed and used by the specific Authorized User for whom such Account is created. The Account credentials are confidential and cannot be shared or used by more than one person. You are responsible and liable for: (i) all actions taken under an Authorized User’s credentials, whether or not such action was taken or authorized by the Authorized User; and (ii) all uses of the Services resulting from access provided by Kira, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.
(d) Child User Privacy. Please see our COPPA Privacy Notice to learn how we handle information of children under the age of sixteen. If you are an Account Holder that is a company or other legal entity creating a sub-Account on behalf of a Child User, you represent and warrant that you have all necessary rights, authority, and consents for Kira’s processing of Child User personal information as contemplated by these Terms.
5. Feedback
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
6. Your Content
(a) Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, software, audio, and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. Kira does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
(b) Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Kira a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating, providing, and improving the Services. Notwithstanding the foregoing, except as part of the course curriculum, where students will be able to see other students’ work, and teachers will be able to see work of their students, we will not transfer, sublicense, or otherwise disclose any portions of such User Content which are FERPA PII to any third parties (other than those permitted by law) without obtaining the applicable parent’s or eligible student’s consent.
(c) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Kira on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(d) Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
(e) Kira’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
7. Rights and Terms for Apps
(a) App License. If you comply with these Terms, Kira grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means. (b) Additional Information: Apple App Store. This Section 7(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
General Prohibitions and Kira’s Enforcement Rights
You will not, and will ensure your Authorized Users will not, do any of the following: (a) Post, upload, publish, submit or transmit any User Content 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 person or entity; or (vii) promotes illegal or harmful activities or substances; (b) Use, display, mirror or frame the Services or any individual element within the Services, Kira’s name, any Kira trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Kira’s express written consent; (c) Access, tamper with, or use non-public areas of the Services, Kira’s computer systems, or the technical delivery systems of Kira’s providers; (d) Attempt to probe, scan or test the vulnerability of any Kira system or network or breach any security or authentication measures; (e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Kira or any of Kira’s providers or any other third party (including another user) to protect the Services; (f) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Kira or other generally available third-party web browsers; (g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; (h) Use any meta tags or other hidden text or metadata utilizing a Kira trademark, logo URL or product name without Kira’s express written consent; (i) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms; (j) 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 Services to send altered, deceptive or false source-identifying information; (k) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; (l) 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 Services; (m) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; (n) Impersonate or misrepresent your affiliation with any person or entity; (o) Violate any applicable law or regulation; or (p) Encourage or enable any other individual to do any of the foregoing. (q) Kira is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
DMCA/Copyright Policy
Kira respects copyright law and expects its users to do the same. It is Kira’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Kira’s Copyright Policy for further information.
Links to Third Party Websites or Resources
The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
Termination
We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at info@kira-learning.com. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6(b), 6(c), 6(e), 8, 11, 12, 13, 14, 15, 16, 17, and 18.
Warranty Disclaimers
The Services are provided “as is,” without warranty of any kind. Without limiting the foregoing, we explicitly disclaim any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement, and any warranties arising out of course of dealing or usage of trade. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
Indemnity
You will indemnify and hold Kira and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.
Limitation of Liability
(a) To the maximum extent permitted by law, neither Kira nor its service providers involved in creating, producing, or delivering the Services will be liable for any incidental, special, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these Terms or from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Kira or its service providers have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. (b) To the maximum extent permitted by law, in no event will Kira’s total liability arising out of or in connection with these Terms or from the use of or inability to use the Services exceed the amounts you have paid or are payable by you to Kira for use of the Services or one hundred dollars ($100), if you have not had any payment obligations to Kira, as applicable. (c) The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Kira and you.
Governing Law and Forum Choice
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 “Dispute resolution for individuals” or Section 17 “Dispute resolution for entities” (as applicable), the exclusive jurisdiction for all Disputes (defined below) that you and Kira are not required to arbitrate will be the state and federal courts located in San Francisco, California, and you and Kira each waive any objection to jurisdiction and venue in such courts.
Dispute Resolution for Individuals
If you are an individual who uses the Services for yourself or your Child User and not on behalf of an organization or entity, disputes with Kira shall be resolved as set forth in this Section 16. (a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Kira agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Kira are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. (b) Exceptions. As limited exceptions to Section 16(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. (c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Consumer Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Consumer Rules. The AAA provides a form Demand for Arbitration at www.adr.org. The arbitration will be conducted using remote conferencing technology (e.g., by videoconference), in person in San Francisco, California, United States or at some other location that we both agree to. Disputes that meet the requirements for desk arbitrations as set forth in the AAA Consumer Rules, may be resolved by the submission of documents only, as set forth in the AAA Consumer Rules, unless the Arbitrator decides that a hearing is necessary. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. (d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. (e) Injunctive and Declaratory Relief. Except as provided in Section 16(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration. (f) Class Action Waiver. You and Kira agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void. (g) Severability. With the exception of any of the provisions in Section 16(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
Dispute Resolution for Entities
If you are accessing and using the Services on behalf of a company or other legal entity, any Dispute will be resolved exclusively according to the process set forth in Section 16, expressly including the class action waiver, except that, to the extent legally permitted, (a) each party will be responsible for their own filing, administrative, arbitrative and similar fees, (b) the losing party will pay the prevailing party for all costs and attorney’s fees, and (c) the AAA Commercial Arbitration Rules will apply to any arbitration between us.
General Terms
(a) Reservation of Rights. Kira and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. You may be able to modify some of the content available on our Services. If you do so, you hereby grant us an unlimited, irrevocable, perpetual, transferable, sublicensable, fully paid up, royalty free right and license to use any modifications you create in our business. Notwithstanding the foregoing, except as part of the course curriculum, where students will be able to see other students’ work, and teachers will be able to see work of their students, we will not transfer, sublicense, or otherwise disclose any portions of such modifications which are FERPA PII to any third parties (other than those permitted by law) without obtaining the applicable parent’s or eligible student’s consent. (b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Kira and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Kira and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Kira’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Kira may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. (c) Notices. Any notices or other communications provided by Kira under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. (d) Waiver of Rights. Kira’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Kira. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information
If you have any questions about these Terms or the Services, please contact Kira at info@kira-learning.com.
