Thanks for using the iRemix Platform provided by Remix Learning, Inc. (“Remix”). Remix provides a software platform ("the iRemix Platform") that enables organizations to create “Social Learning Networks” to connect young people with extended learning and mentorship opportunities.
The list of definitions below are used in these Terms of Service (collectively “the Terms" or “this Agreement"). The Terms contain general terms that apply to You as a user of the iRemix Platform, along with additional terms that may apply to You as an iRemix Network Creator if You decide to create Your own Social Learning Network. The Terms also include all additional guidelines, policies, rules, etc. (“Updated Terms”), that currently exist or that we may develop in the future from time to time. The Updated Terms are incorporated by reference as part of the Terms and this Agreement.
Without limiting the foregoing, You represent to us that You are fully able and competent to enter into the terms, conditions, obligations, representations, and warranties set forth in the Terms. You acknowledge that You can read and understand the Terms in English. If You use or create a Social Learning Network on the iRemix Platform as a representative of an organization or other legal entity, You understand that the terms "You" and "Your" in this Agreement refer to Your organization or legal entity, and You represent that You have the authority to enter into this Agreement on behalf of that organization or entity.
"Content" means all works of authorship and other items or materials posted on or transmitted through any Social Learning Network or the iRemix Platform, but Content does not include Network Code or Platform Code.
"Embeddable Widget" means any embeddable application provided and hosted by Remix Learning that allows the viewing or playing of material on third party websites or services.
“including”, “include”, and their variants mean including without limitation, unless the context clearly indicates otherwise.
“Law” means any and all applicable local, state, national, and international laws, regulations, legal processes, governmental, judicial or administrative orders or requests.
"Members" means both Network Members and Remix Members.
"Network Members" are Remix Members who have also registered with a particular Social Learning Network using their Remix IDs.
"Network Member Data" means data provided by or collected from a Network Member by a Network Creator for a particular Social Learning Network, such as profile data, including certain items of registration information (e.g. email addresses), answers to Social Learning Network profile questions, forum posts, and statistical information about Content contributed, but Network Member Data does not include Remix IDs or any Remix Member Data.
"Network Code" means the software code used to provide the functionality for a Social Learning Network that is interpreted by the Platform Code. Network Code consists of Remix proprietary code, Third Party Software, and may also consist of Your Code, as applicable, but it does not include Platform Code.
"Network Creator" is a Remix Member who creates and operates one or more Social Learning Networks. A Network Creator is a Network Member of each of his or her Social Learning Networks.
"Platform Code" means the proprietary portion of the iRemix Platform used to interpret the Network Code and other services available on the iRemix Platform.
"Premium Services" are services provided by Remix to Network Creators for a fee.
"Remix ID" is an account You create with Remix which includes the registration information then currently required by Remix. When You register as a Network Member on one or more Social Learning Networks, You will use part of Your Remix ID to authenticate with each such Social Learning Network. Additionally, each Social Learning Network of which You become a Network Member will have access to at least part of Your Remix ID, and this information will be pre-populated into both Your Remix Profile and Your My Profile upon sign-up.
"Remix Members" are Users who complete a registration process with Remix and obtain Remix IDs. Remix Members may also (but are not required to) become Network Members.
"Remix Member Data" is data collected from Users by Remix, including the data collected for the Remix ID and any data provided in Your Remix Profile. Remix Member Data does not include Network Member Data.
"Remix Member Services" are the services provided by Remix to Network Members. Remix Member Services include: Network Member registration, sign in, and authentication, a message center, friends, contact management, and the then current set of Social Learning Network membership management services. Remix Member Services do not include any services that Network Creators provide to their Network Members.
"Remix Network Creator Services" are the services Remix provides to Network Creators. Remix Network Creator Services include: a Network Creator's own Social Learning Network application; Network Member registration, authentication services, and account management; Social Learning Network management and security applications; internal and external APIs; and Social Learning Network display, management, and search services.
"Remix Profile" means information that information You have provided to Remix as a Remix Member that is aggregated by Remix into a master profile. Your Remix Profile is separate from any profile that You create on a particular Social Learning Network ("My Profile") and enables You to keep track of friends and messages across all Social Learning Networks.
"Remix Technology" means the past, present, and future content of the iRemix Platform, including all software in any format (including the Platform Code and Network Code), Embeddable Widgets, hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, audio and/or video material, artwork and other graphic material, databases, proprietary information, all copyrightable or otherwise legally protectable elements of the iRemix Platform, and all other tangible and intangible materials related to, displayed, performed, or distributed on the iRemix Platform and the iRemix Platform itself, including, the selection, sequence, "look and feel", and arrangement of items on the iRemix Platform, and all Remix Marks and other intellectual property. Remix Technology does not include Your Content or Your Code which may include but is not limited to the look and feel, designs, images, audio or video materials.
"Social Learning Network" means Network Code and other Content running as web applications created by a Network Creator on top of the iRemix Platform which allows applicable Network Members to interact and connect.
"Third Party Software" means software that is licensed to You by third parties, including software that is subject to so-called "open source" licenses.
"User" is an end user of the iRemix Platform, including You, any unregistered user, all Remix Members, all Network Members, all Network Creators, and all Third Party Application Developers.
"Your Content" is any Content that You submit to a Social Learning Network or the iRemix Platform as a Remix Member, Network Member, or Network Creator. If You are a Network Creator, Your Content includes the name, logo, trademark, brand features and other Content that You (and not the Network Members of Your Social Learning Network(s)) make available.
"Your Network Members" are Network Members who have registered with Your Social Learning Network.
"Your Code" means any script, code, or other computer software uploaded by You to the iRemix Platform.
"Your Social Learning Network" is a Social Learning Network created and operated by You as a Network Creator on the iRemix Platform.
"Your Remix Profile" is a Remix Profile created by You on the iRemix Platform.
The iRemix Platform is designed to give Network Creators and Network Members the freedom to create and control their own Social Learning Networks. Subject to this Agreement, as a Network Creator, You control Your Social Learning Network and own all of Your Code and Your Content. Two types of data are provided by or collected from Network Members – Network Member Data and Remix Member Data. Network Creators and their designated “Administrators” have access to both the Network Member Data uploaded or collected on their Social Learning Network(s) and the Remix Member Data.
As a Network Creator, You can purchase one or more current Premium Services from us. The categories and prices of our Premium Services are made available online at remixlearning.com and are subject to change from time to time ("Premium Services Policies"). Changes are effective (30) days after being posted. Unless otherwise stated, all fees are quoted in U.S. Dollars.
If you are a tax exempt entity We will not charge tax for Your Premium Services. You agree to furnish proof upon written request. You shall timely pay all fees and taxes associated with the Premium Services with a valid payment method. Unless we otherwise agree on payment terms, you authorize Remix to charge your credit card, charge card, debit card, PayPal, or financial institution account, or to use another payment method. If Remix approval is obtained with signed agreement in advance, You shall be able to issue a Purchase Order to make payment for the Premium Services (collectively, "Payment Method") for all charges to Your accounts with us. We will invoice according to Your Payment Method the current fee for the Premium Service You choose. If You choose a Premium Service with a monthly plan, we will bill You every month on the anniversary date of Your purchase date If we offer a pre-pay payment option, Your Payment Method will be charged the then-current fee for that Premium Service at the start of each renewal period. If requested, you will promptly furnish to Remix the applicable receipts and/or certificates regarding remitted taxes as soon as reasonably practicable. To the extent that we are obligated to collect taxes, the taxes will be added to your account.
Any Payment Method information that you provide us may be shared with providers who work on our behalf, e.g., payment processors and/or credit agencies, solely for the purpose of checking credit, paying Remix, and servicing your account. You shall pay Remix all charges incurred under Your account for any Premium Service in which You or anyone else who uses Your account incurs a charge for any applicable Premium Services Policies. If Your Payment Method fails or Your account is past due: (a) You shall pay all amounts due on Your account upon demand; and (b) Remix may collect fees owed using other collection measures, including charging other Payment Methods on file with us; and (c) we reserve the right to either suspend or terminate Your Premium Services or Your account with Remix, including deletion of Your Social Learning Network upon fifteen (15) business days prior written notice. You have such time to promptly cure such delinquency before Remix shall exercise this right.
Except as may be set forth in applicable Premium Service policies or Section 26 (Termination), any fees charged to Your account are non-refundable. You shall submit any disputes regarding any charge to Your account in writing to Remix within ninety (90) days of the charge, otherwise You waive the right to dispute the charge, which will be final and not subject to challenge. Refunds (if any) made pursuant to a dispute, are at the discretion of Remix.
You own Your Code and You are responsible for protecting Your rights to it as appropriate. If You upload any of Your Code to the iRemix Platform, You continue to have the right to use and license Your Code in any way You choose, subject to the licenses granted by You herein. You may only upload Your Code to the iRemix Platform for use on Your Social Learning Network, and Your Code must comply with the terms of this Agreement. At any point, You can take Your Code from Your Social Learning Network and cancel Your account, and Remix shall not retain any license rights except as provided below.
You hereby grant Remix a non-exclusive, worldwide, perpetual, transferable, irrevocable, sublicenseable, fully paid up, royalty-free right and license to access, use, reproduce, store, modify, distribute, publicly display, publicly perform, and create derivative works (as defined in 17 U.S.C. §101, et seq.) of Your Code: (a) for the purpose of operating and making Your Social Learning Network available on the iRemix Platform and in all current and future media in which the iRemix Platform may now or hereafter be distributed or transmitted; and (b) for our internal business purposes. Additionally, you hereby grant Remix a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicenseable, fully paid up, royalty-free right and license to continue to use, reproduce, archive, cache, create derivative works, publicly display and perform any of Your Code that is incorporated into the iRemix Platform, provided that we shall not use or distribute Your Code on an independent basis. The foregoing licenses do not limit Remix's rights under any third party or open source license in which Your Code is licensed.
You are responsible for making sure that You have all rights in Your Code that You upload or use and all rights that are necessary for You to grant the foregoing licenses. You are solely responsible for ensuring that Your Code is compatible with any Remix Technology. Remix disclaims any liability or responsibility for any unauthorized use of Your Code by third parties or Users and is not responsible for protecting Your Code.
Remix does not claim any ownership rights in Your Content. After posting Your Content, You continue to own Your Content, and You continue to have the right to use and license Your Content in any way You choose (subject to the licenses granted by You herein). The Content that You upload to any Social Learning Network must comply with the terms of this Agreement. At any point, You may take Your Content from Your Social Learning Network and cancel Your account, and Remix does not retain any license rights except as provided below.
You hereby grant Remix a nonexclusive, worldwide, fully paid up, royalty-free, perpetual, irrevocable, sublicenseable, and transferable right and license to: (i) use, reproduce, create derivative works of, distribute, publicly perform, and publicly display Your Content: (a) for the sole purpose of operating and making Your Content available on the iRemix Platform and in all current and future media in which the iRemix Platform may now or hereafter be distributed or transmitted; and (b) for our internal business purposes, including operating the iRemix Platform after you are no longer a Remix Member; and (ii) disclose metrics regarding Your Content on an aggregated basis for marketing and business development purposes. If You wish to grant Users or the general public additional licenses to Your Content, please include the license terms with Your Content.
If Your Content is removed from any Social Learning Network due to a violation of this Agreement, including in response to any valid DMCA takedown notice or because such Content contains illegal material, Remix shall have the right to use and reproduce Your Content strictly for the purpose of responding to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise as required by Law and to protect the rights, property or safety of Remix, any individual, or the general public. Remix will attempt, in good faith, to notify you prior to the removal of any Content due to a violation of this Agreement.
You alone are responsible for the consequences of any Content You post or otherwise make available on or through the iRemix Platform. By submitting or otherwise making Your Content available, You represent that You are the owner of such Content, or are submitting the Content with the express consent of the owner, and that You have the rights necessary for You to grant the licenses stated herein. You understand that whether or not Your Content is published or marked private by you, Remix does not guarantee any confidentiality or privacy with respect to any of Your Content. You shall not include any advertising in any of Your Content unless You purchase the Premium Service to run Your own advertising on Your Social Learning Network.
As a Network Creator or Network Member You acknowledge that Remix and its designees reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any Social Learning Network or the iRemix Platform in whole or in part at any time for any reason or no reason with or without notice.
If a Social Learning Network is removed from the iRemix Platform, the Content associated with that Social Learning Network may also be deleted at the discretion of the Network Creator or Remix. We encourage You to be sure You are comfortable with this possibility before contributing Your Content to a Social Learning Network. Remix is not required to (and may not) keep back-up copies of Content (including Your Content) on the iRemix Platform once a Social Learning Network or Content is deleted. Additionally, Remix makes no guarantee, either during or after this Agreement, that Your Content will be safely stored on the iRemix Platform. So you should independently back-up Your Content.
During and subject to the terms and conditions of this Agreement, Remix hereby grants You a limited, non-exclusive, non-sublicenseable, freely revocable license to access and use the iRemix Platform solely to enable Your use of the Remix Member Services and Remix Network Creator Services. For clarity, aside from the foregoing limited license, You acknowledge that You shall acquire no rights in any Platform Code or Network Code.
As between You and Remix, all intellectual property rights in the iRemix Platform apart from Your Content or Your Code are owned by Remix or its licensors, and You shall not contest any such rights.
During and subject to the terms and conditions of this Agreement, Remix hereby grants You a limited, non-exclusive, non-sublicenseable, freely revocable license to incorporate Embeddable Widgets into other third party websites or Your own personal websites. The foregoing license shall terminate immediately upon expiration or termination of this Agreement or removal of Your Social Learning Network from the iRemix Platform by Remix or You, and You shall immediately stop using any such Embeddable Widget in such event.
Except as expressly permitted under this Agreement, You shall not, nor will You allow any third party (whether or not for Your benefit) to: - Decompile or reverse engineer, or attempt to access the software source code underlying the iRemix Platform or Remix Technology. - Copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivate works from, display, perform, publish, distribute, redistribute, or disseminate any Remix Technology. - Access the iRemix Platform to build a product using similar ideas, features, functions, interface, or graphics of the iRemix Platform. - Access (or attempt to access) any service on the iRemix Platform by any means other than as permitted in the Terms. - Circumvent, disable, or otherwise interfere with security related features of any Embeddable Widget or features that prevent or restrict use or copying of any Content or Third Party Content or enforce limitations on use of any Embeddable Widget or the Content and Third Party Content therein. - Access the iRemix Platform to upload Your Code or Your Content to cause a breach of security in the iRemix Platform or any Social Learning Network; to interfere with the proper working of the iRemix Platform; or to prevent another from using the iRemix Platform. - Delete any copyright or other proprietary rights notice on the iRemix Platform or an Embeddable Widget.
Remix may independently develop software, content, and other products or services that may be similar to Your Code and Your Content. Except for Confidentiality restrictions in Section 5, nothing in this Agreement will be construed to restrict or prevent Remix from creating or fully exploiting such software, content, and other items without any obligation to You.
In your sole discretion, you may from time to time provide us suggestions, comments, improvements, ideas, recommendations, or other feedback or materials related to Your Social Learning Network or the iRemix Platform ("Feedback"). If you do provide us any Feedback, you hereby assign all ownership in and to such Feedback to us upon its creation and acknowledge that we will be entitled to use and implement any such Feedback in any way without restriction and without any obligation of confidentiality, attribution, or compensation to you. To the extent the foregoing is held or deemed ineffective or impermissible, you hereby grant Remix a nonexclusive, perpetual, irrevocable, transferable, sublicenseable, royalty free, fully paid up license to use and otherwise exploit all Feedback.
Remix trademarks, logos, images, service marks, trade names, and other distinctive branding features used on the iRemix Platform (“Remix Marks”) are the trademarks of Remix and may not be used without our prior permission. Remix does not grant You a license to the Remix Marks. Other trademarks, logos, and trade names that may appear on the iRemix Platform are the property of their respective owners.
As between You and Remix, Remix owns all right, title, and interest, including all intellectual property rights, in and to the Remix Technology. There are two kinds of data provided by or collected from Network Members – Network Member Data and Remix Member Data. If You are a Network Creator or an administrator designated by a Network Creator ("Administrator"), as between Remix and You, Remix owns all right, title and interest, including all intellectual property rights, in and to the Remix Member Data. You have no right, title or interest therein except for the limited rights expressly set forth in this Agreement. Any rights not expressly granted herein are reserved to Remix. You shall comply with all copyright notices, information, and restrictions in the iRemix Platform. You must not alter, delete, or conceal any copyright, trademark, patent, or other notice on the iRemix Platform, including notices on any Remix Technology You download, transmit, display, print, or reproduce from or using the iRemix Platform.
Remix shall not have any rights whatsoever in Your Code, Your Content, Your name, logos and other trademarks and service marks by virtue of this Agreement or the services performed hereunder. All such Code, Content names, logos, trademarks and service marks, and all material provided by You to Remix for use in performing the service, are and shall remain Your sole and exclusive property, and may not be used by Remix for any purpose outside of specifically meeting the requirements of this Agreement.
Since You are a Network Creator, Remix provides documentation to assist in creating and enhancing Your Social Learning Network(s). You are responsible for implementing and maintaining all support for Your Social Learning Network(s), including answering questions from Your Network Members. If you customize Network Code in an approved manner, Your support obligation includes fixing bugs that Network Members might tell You about.
Content from other Members, including information about third party products and services and any Third Party Applications, may be made available to You through Social Learning Networks ("Third Party Content"). The existence of Third Party Content does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, we are not responsible for it, including its accuracy, quality, legality (including any intellectual property rights), or usefulness, all of which are the sole responsibility of the person from or with whom such Third Party Content originated. We have no obligation to monitor any Third Party Content, but we (or our designees) reserve the right to reasonably pre-screen, filter, remove, refuse to accept, post, display, or transmit any Third Party Content (including on any Social Learning Network) in whole or part at any time for any or no reason, with fifteen (15) business days notice, and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determining whether or not any Third Party Content is appropriate or acceptable. You acknowledge that by using the iRemix Platform You may be exposed to Third Party Content that is offensive, indecent, or otherwise objectionable and that You use the iRemix Platform at Your own risk.
Both parties hereby represent and warrant to each other that: (a) they will comply with all applicable Laws (including the CAN-SPAM Act of 2003) in connection with administration and use of the iRemix Platform, including promotional and other activities relating to Your Social Learning Network; (b) you own (or have the necessary rights to) Your Code and Your Content; (c) Your Code and Your Content do not and will not: (i) infringe, violate, or misappropriate any third party right, including moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity, or other property right of any person; and (d) none of Your Code, Your Content, or Your Social Learning Network will contain any virus, Trojan horse, trap or back door, worm, time bomb, or other computer programming routine that may potentially damage or interfere with the iRemix Platform, communication equipment, use of the foregoing by Users or other third parties, or intercept or expropriate any system data or personally identifying information (“Bad Code”).
You are solely responsible for Your conduct, Your Social Learning Networks, Your Code, and Your Content. We want to keep the Social Learning Networks safe and enjoyable for everyone. You may not use the iRemix Platform for any unlawful or harmful activity. Without limiting the generality of the foregoing, You will not knowingly post, email, or make available any Content to Users or use the iRemix Platform:
You shall not authorize or encourage any third party to use the iRemix Platform or any Social Learning Network (and Your Social Learning Networks will not be designed) to facilitate any of the foregoing prohibited conduct. You shall immediately notify Remix if there is an actual or threatened claim that You have violated any promise or agreement in this Agreement.
Remix may establish general polices and limits concerning use of the iRemix Platform ("iRemix Platform Policies"), including the maximum number of days that Social Learning Networks and uploaded Content will be retained, the maximum number of and size of Content files and other items (including email messages), the maximum storage or bandwidth allotted to You or Your Social Learning Network(s), the maximum number and length of times You may access the iRemix Platform or Social Learning Networks over a given period of time. The then current iRemix Platform Policies are part of this Agreement.
Remix does not intend to forfeit its or anyone else’s rights to Content and other materials on the iRemix Platform. The materials available through the iRemix Platform are the property of Remix, the applicable Network Creator, or their respective licensors or providers, and are protected by copyright, trademark and other intellectual property laws. You are free to access and use the iRemix Platform for Your personal, non-commercial use. But, except in connection with the proper operation of Your Social Learning Network, You may not otherwise copy, reproduce, retransmit, distribute, publish, commercially exploit, or otherwise transfer any such Content or other materials in any format, electronic or otherwise. Your access to Content posted by other Members is also for Your personal use only. If You want to redistribute such Content, it is Your responsibility to obtain permission from the Member who posted it.
Remix respects the intellectual property of others and expects users of the iRemix Platform to do the same. Remix will comply with all relevant copyright Laws (including the Digital Millennium Copyright Act ("DMCA")), and we will review all claims of copyright infringement received and remove Content deemed to have been posted or distributed in violation of any such Laws. To make a claim under the DMCA, please give us:
Any notice by a copyright owner or a person authorized to act on the copyright owner’s behalf that fails to reasonably comply with the provisions above shall not be considered sufficient notice and shall not be deemed to confer upon Remix actual knowledge of facts or circumstances from which infringing material or acts are evident. Notices shall be sent to the Designated Agent for notice of claims of copyright infringement of Remix as follows:
By e-mail: firstname.lastname@example.org
The Designated Agent will accept notices alleging copyright infringement by persons using the iRemix Platform.
Remix may remove any allegedly infringing Network Code or Content without any liability to You.
Remix will promptly terminate without notice any Member's (including a Network Member's or Network Creator's) access to the iRemix Platform and any applicable Social Learning Network in appropriate circumstances if we believe the Member has repeatedly and knowingly infringed copyrights of others. Remix will consider a Member a repeat infringer if it has received more than two notices of alleged infringement by that Member. Remix, however, also reserves the right to terminate a Member under any circumstance it deems appropriate, including after only a single instance of allegedly infringing behavior provided that such member has been given time to cure such occurrence as in Section 15. If sufficient Network Members post Content subject to notices of alleged copyright infringement, Remix may (in its sole judgment and discretion) disable the Network.
If You are a Network Creator, You shall: promptly (i.e., in no more than 24 hours) address (including removing or disabling access to any allegedly infringing Content) any copyright owner's valid, written, DMCA-compliant notice (including any notice we send to You) that specific Content or Network Code on Your Social Learning Network infringes a third party's rights. If You receive a counter-notice that substantially complies with the DMCA asking You to replace the allegedly infringing Content or Network Code, You shall replace or disable access to the Content or Network Code in not fewer than ten (10) and no more than fourteen (14) days after receipt of the counter-notice, provided that the complaining party has not notified You that it has filed an action against the alleged infringer. You shall forward a copy of the counter-notice to Remix. Remix is not providing legal advice to You, and nothing in the Terms is legal advice. Remix strongly recommends that You consult with a lawyer to confirm Your DMCA obligations. You are solely responsible and liable for complying with all Laws, including copyright and privacy Laws, in connection with Your Social Learning Network.
You must clearly communicate on Your Social Learning Network that Your Social Learning Network uses Remix ID authentication (including on each page on Your Social Learning Network on which information is collected for purposes of Remix ID authentication) and that each of Your Network Members will be sharing the data they provide to You with Remix.
You acknowledge that Remix may receive requests from Users or persons authorized to act on behalf of Users to modify or delete personally identifiable information relating to such Users on Your Social Learning Network. Accordingly, within 24 hours of any email request by Remix, You will: (a) delete all Network Member Data and other personally identifiable information in Your possession based upon the functionality of the iRemix Platform or control relating to a particular User as specified by Remix; and (b) confirm such deletion in email notice to Remix.
Remix is not required to keep back-up copies of Network Member Data on the iRemix Platform after a Social Learning Network or Network Member Data are deleted. Remix makes no guarantee that Network Member Data will be safely stored on the iRemix Platform. To be safe, you should independently and regularly back-up Network Member Data.
To enable a great experience for Users, if You are a Network Creator, You shall ensure each Social Learning Network You create or manage does not degrade the performance of the iRemix Platform. If Your Social Learning Network(s) exceed the quotas and limitations set by Remix (including storage or bandwidth) or otherwise degrades performance of the iRemix Platform or any other service in any way, we shall notify You that You are not in compliance with the quotas and limitation and should You not cure such occurrence within five (5) business days, Remix may suspend Your Social Learning Network(s) at our sole discretion.
You shall not harvest any email addresses from Social Learning Networks or the iRemix Platform to send email in violation of applicable Law or otherwise violate the "Acceptable Use and Conduct" provisions of this Agreement.
You acknowledge that Remix may terminate the account of any Member (including Your Social Learning Network Members) in accordance with the Terms.
You acknowledge that Remix also reserves the right in good faith to remove, preserve, and disclose any information or Content on any Social Learning Network (including Remix ID and Network Member Data) or account it deems necessary or appropriate to: (a) satisfy any Law, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to User support requests, (e) protect the rights, property, or safety of Remix, Users, and the general public, and (f) investigate or defend Remix against any third party claim or allegation.
You need to register and create a Remix ID to become a Remix Member, Network Member, or Network Creator. Remix IDs are non-transferable. You are responsible for keeping Your Remix ID password secure and are solely responsible and liable for any activity that occurs under Your Remix ID. Remix reserves the right to log off or deactivate Member accounts that are inactive for an extended period of time in our judgment.
When You create Your Social Learning Network, Remix gives You the flexibility (subject to availability) to choose Your own subdomain for Your Social Learning Network (e.g.," school" in the example: http://school.remixlearning.com) ("Network Subdomain"). You are solely responsible and liable for any activity that occurs under Your Social Learning Network's Subdomain. Remix owns Your Network Subdomain and grants You a limited, non-exclusive, non-sublicenseable, non-transferable, freely revocable license solely to use the Network Subdomain on the iRemix Platform in connection with Your Social Learning Network.
You may not use another's account, Remix ID, or Network Subdomain without the permission of the account holder. You should never give out Your password to another individual or entity. Remix will not be liable for any loss that You may incur as a result of someone else using Your Remix ID, Network Subdomain, or password, either with or without Your knowledge. You, however, are liable for losses incurred by Remix or another party due to someone else using your Remix ID, Network Subdomain, or password.
Your use of the iRemix Platform, all Network Code, Platform Code, Third Party Software, Non-Remix Code, and Content (including Third Party Content) are all provided on an "AS IS" and "AS AVAILABLE" basis, and you use them all at your sole responsibility and risk. EXCEPT FOR WARRANTIES IN SECTION 12 AND INDEMNITY IN SECTION 21, REMIX AND ITS SUCCESSORS, AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS (“REMIX PARTIES”) EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. The Remix Parties disclaim any warranty that the iRemix Platform, all Network Code, Platform Code, Third Party Software, Non-Remix Code, and Content (including Third Party Content) will meet Your requirements or be uninterrupted, timely, secure, error-free, that defects will be corrected, or that the iRemix Platform or the servers that make the iRemix Platform available are free of viruses or other harmful components. Remix makes no guarantee regarding: (a) the amount, timing, and delivery of any clicks or impressions with respect to any Content (including Third Party Content) on the iRemix Platform; (b) the volume and quality of any traffic to Your social learning network; or (c) the compatibility of Your Code or any Non-Remix Code with any Remix Technology.
Any material downloaded or otherwise obtained through the use of the iRemix Platform is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
No advice or information, whether oral or written, obtained by You from a Remix Party or through or from the iRemix Platform shall create any warranty not expressly stated in the Terms.
You shall indemnify, defend, and hold harmless the Remix Parties and their respective Third Party Content providers, technology and service providers, other Remix partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (collectively, “Indemnitees”), from and against any third party claim, demand, loss, damage, cost, or liability (including reasonable attorneys' fees, whether incurred as the result of a third party or a claim to enforce this provision) arising out of or relating to:
Your interactions with other Users are solely between you and them. You should use caution and good judgment. If there is a dispute between you and any third party (including any Network Member or Network Creator), Remix is under no obligation to become involved or resolve it.
You release all Indemnitees from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor." And, if you are not a California resident, you waive any applicable state statutes of a similar effect.
Under no legal theory, but excluding negligence, shall any Remix Party be liable to You for: (a) any indirect, incidental, special, consequential, or exemplary damages, including damages for lost profits, cost of cover, goodwill, use, data, or other intangible losses (even if the Remix Party has been advised of the possibility of such damages), arising from or relating to this Agreement or Your use or inability to use the iRemix Platform; or (b) any damages arising from or related to this Agreement (in the aggregate for all potential claims by You) in excess of the greater of: (i) $10,000, or (ii) the total amounts paid to Remix by You in the twelve months immediately preceding the initial notice of any claim.
These limitations shall also apply with respect to damages incurred by reason of any products or services sold or provided on any third party site or otherwise provided by any third party other than Remix (including Third Party Application Developers) and received by You through or on the iRemix Platform or any third party site.
Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If You reside in such a jurisdiction, some or all of the above disclaimers, exclusions, or limitations may not apply to You, and You may have additional rights. The limitations or exclusions of warranties, remedies or liability contained in this Agreement apply to You to the full extent such limitations or exclusions are permitted under the laws of the jurisdiction in which You are located.
Remix reserves the right at any time to modify, suspend, or discontinue providing all or any part of the iRemix Platform with or without notice. Remix will not be liable to You or to any third party for any modification, suspension, or discontinuance of the iRemix Platform.
We may change, add, or remove portions of this Agreement at any time without notice to You by posting a revised version on remixlearning.com or elsewhere on the iRemix Platform. The revised version will be effective at the time we post it. Please check this Agreement periodically for changes. Your continued use of the iRemix Platform after we post a change constitutes Your binding acceptance of such change. If the revised version includes a material change, it will be effective for an existing User (including a Remix Member, Network Member or Network Creator) on the earlier of: (a) the date You accept it, or (b) 30 days after the material changes are initially posted to remixlearning.com or elsewhere on the iRemix Platform. Please note: the revised version will apply to you immediately if you are a User who registers or first uses or browses the iRemix Platform on or after the posting of the revision.
This Agreement shall remain in full force and effect unless and until Your account is terminated. You may terminate Your membership to any Social Learning Network at any time and for any or no reason by following the instructions on the "My Settings" page while logged in to the Social Learning Network. You may also terminate Your Remix ID account and end Your use of the iRemix Platform at any time and for no reason by contacting us at email@example.com or at the address set forth below in the Section titled "Contacting Remix".
Remix has the right at its sole discretion, with or without notice, and with no liability of any kind to you for any reason or not reason to: (i) delete, disable or deactivate Your account, block Your email or IP address, or otherwise terminate Your access to or use of the iRemix Platform or any Social Learning Network; (ii) remove and discard any Network Code or Content on any Social Learning Network or anywhere on the iRemix Platform; or (iii) shut down a Social Learning Network. If You terminate Your account, we will have no obligation to refund any amounts that may have paid except as may be required by Law.
If Your account is deactivated, this Agreement terminates and You will no longer have a right to access Your account, Your Code, Your Content, Your Network Member Data, or Your Social Learning Network(s). Remix will not have any obligation to assist You in migrating Your data, Your Content, Your Network Member Data, Your Code or Your Social Learning Network(s) off the iRemix Platform. Remix does not keep any back-up of any of Your Content or Your Network Member Data. Remix is not responsible for deleting Your Code, Your Content, or Your Network Code on your behalf. Even if Your Code, Network Code, Content, or other material is deleted from our servers, it may remain in our archives subject to the licenses set forth in this Agreement. Nevertheless, we have no obligation to archive or back-up Your Code, Network Code, Content, or other material. You shall promptly pay any amount not paid when due.
The following Sections will survive termination of this Agreement for any reason: Sections 1, 3, 4, 5, 7, 9, 11, 12, 13, and 5 through 32.
This Agreement shall be governed by the laws of the state of New York without regard to conflict of law principles. The provisions of the U.N. Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Agreement.
You consent to the personal exclusive jurisdiction of the state and federal courts located in New York County, New York, if there is any dispute between Remix and you which cannot be amicably settled.
The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties, or an employee-employer relationship. You agree that Remix has no special relationship with or fiduciary duty to You. Neither party shall have any right, power, or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
You shall comply with all applicable export and re-export control laws, including the Export Administration Regulations ("EAR") of the U.S. Department of Commerce; sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"); and the International Traffic in Arms regulations ("ITAR") maintained by the Department of State. Without limiting the foregoing, You shall not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such software or technology) received from remix under this Agreement to any destination, entity, or person prohibited by Law without obtaining prior authorization from the competent government authorities. To the full extent permitted by Law, You shall indemnify the Remix Parties from and against any fines or other penalties that may arise as a result of Your breach of this Section.
Except for the parties and their permitted assigns, no third party shall have any right hereunder nor any right of enforcement hereof.
The failure of Remix to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any Term is found by a court of competent jurisdiction to be invalid or unenforceable, the parties request the court should try to give effect to the parties' intentions as reflected in the Term, and the other Terms shall remain in full force and effect.
You may not delegate Your duties under or assign this Agreement or Your Remix accounts or Remix IDs in whole or in part; provided, however, that You may assign this Agreement in connection with any merger (including by operation of Law), reorganization, or sale of all or substantially all of Your related assets or similar transaction. Remix may assign any of its rights and obligations hereunder without consent, including in connection with any merger (including by operation of Law), reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees, and successors.
Remix may give you notice, including regarding changes to this Agreement or any Term, by email, regular mail, or postings on the iRemix Platform, including this page. Notice will be deemed given twenty-four (24) hours after email is sent, unless Remix has previously been notified that the email address is invalid. Notices not pertaining to any amendments to this Agreement or any guidelines (such as notices relating to technical changes to the iRemix Platform) are deemed given two (2) days following the initial posting. However, notices posted on this page or the iRemix Platform are deemed given upon posting