Conceptual Academy Terms of Service
Last Updated: June 1, 2020
Summary: The details listed below are numerous and each of them important. The upshot of all these details is that we want to encourage as well as require safe practices for everything you do related to Conceptual Academy. This includes practicing good common sense when performing any suggested activities. Examples of good common sense include, but are not limited to, the wearing of safety goggles, never ingesting non-food materials, and keeping combustibles, such as paper towels, away from high heat sources, such as a flame. The second half of these terms pertains to the code underneath the hood of Conceptual Academy. This code was very expensive and time-consuming to develop. Thank you for not hacking into it and/or stealing it from us.
Our primary goal is to help students learn in a safe and welcoming environment. Thank you for your support.
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Welcome Conceptual Academy, the website located at http://ConceptualAcademy.com and related mobile applications and services, created and owned by Conceptual Productions, LLC and also stated synonymously as a company owned by Conceptual Productions, LLC. The following Terms of Service are a legal contract between you, an individual subscriber, customer, member, or user (“You”), and Conceptual Productions regarding your use of Conceptual Academy (the “Website”). Visitors and users of the Website are referred to individually as “User” and collectively as “Users”.
PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, OR USING THE Website, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS and conditions, INCLUDING any ADDITIONAL GUIDELINES (AS DEFINED BELOW) (COLLECTIVELY, THE “TERMS”).
IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE CONSENT FOR YOUR CHILD TO REGISTER WITH THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE IN RESPECT OF SUCH CHILD’S USE OF THE WEBSITE.
By accessing this web site, you are agreeing to be bound by these web site Terms of Service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trademark law.
2. Use License
a. Permission is granted to temporarily download one copy of the materials (information or software) on Conceptual Productions's web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
i. modify or copy the materials;
ii. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
iii. attempt to decompile or reverse engineer any software contained on Conceptual Productions's web site;
iv. remove any copyright or other proprietary notations from the materials; or
v. transfer the materials to another person or "mirror" the materials on any other server.
b. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Conceptual Productions at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
The materials on Conceptual Productions's web site are provided "as is". Conceptual Productions makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Conceptual Productions does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
In no event shall Conceptual Productions or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Conceptual Productions's Internet site, even if Conceptual Productions or a Conceptual Productions authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. Revisions and Errata
The materials appearing on Conceptual Productions's web site could include technical, typographical, or photographic errors. Conceptual Productions does not warrant that any of the materials on its web site are accurate, complete, or current. Conceptual Productions may make changes to the materials contained on its web site at any time without notice. Conceptual Productions does not, however, make any commitment to update the materials.
Conceptual Productions has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Conceptual Productions of the site. Use of any such linked web site is at the user's own risk.
8. Governing Law
Any claim relating to Conceptual Productions's web site shall be governed by the laws of the State of Hawaii without regard to its conflict of law provisions.
General Terms and Conditions applicable to Use of a Web Site.
9. Eligibility; Accounts.
The Conceptual Academy Website is not available to (A) any Users previously suspended or removed from a Website by CONCEPTUAL PRODUCTIONS OR (B) ANY PERSONS UNDER THE AGE OF 13 WHOSE REGISTRATION HAS NOT BEEN APPROVED BY A LEGAL PARENT OR GUARDIAN. By clicking the “I Agree” button or by otherwise using or registering an account for the Website, You represent (a) that You have not been previously suspended or removed from a Website by Conceptual Productions, (b) that You are either (i) at least 13 years of age or (ii) Your parent and/or guardian has consented to Your use of the Website; and (c) that your registration and your use of the Website is in compliance with any and all applicable laws and regulations.
9.1 Account. In order to use certain features of the Website, you must register for an account. You may be asked to provide a password in connection with your account. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and You agree to accept responsibility for all activities that occur under your account or password. You agree that the information You provide to Conceptual Academy, whether on registration or at any other time, will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. If You have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then You agree to immediately notify Conceptual Academy. You may be liable for the losses incurred by Conceptual Academy or others due to any unauthorized use of your Website account.
9.3 Child Member. If you are a User of the Website that is under the age of 13 (“Child Member”), you may not register an account for the Website without consent and approval from your legal parent or guardian. A Child Member that begins the registration process for himself or herself without a Parent Member may have the registration process restricted until a Parent Member, or a Coach (as defined below) as the case may be, approves or assumes responsibility for the Child Member account. Additionally, a Child Member may use the Website if registered through certain educational organizations that have entered into a relationship directly with Conceptual Academy and through which educational organization the legal parent and/or guardian of such Child Member has consented to use of the Website. A Child Member that has registered through such external educational organizations will only be permitted to use the Website for so long as Conceptual Academy reasonably believes that such access has been consented by the Child Member's parent of guardian.
9.4 Parent Member. If You are at least 18 years of age and you are the legal parent or guardian of a child that seeks to register as a Child Member of the Website, You may register a parent account on the Website (“Parent Member”). If you are a Parent Member you may create, register, manage and approve Child Member accounts only for your own children, or children for whom you are a legal guardian. A Parent Member account, along with all associated Child Member accounts, may be terminated by Conceptual Academy at any time and without warning for any failure to abide by these Terms. IF YOU REGISTER, APPROVE THE REGISTRATION OF, OR OTHERWISE ASSUME RESPONSIBILITY FOR ANY CHILD MEMBER, YOU REPRESENT AND WARRANT THAT YOU ARE SUCH CHILD MEMBER’S LEGAL PARENT OR GUARDIAN AND YOU AGREE TO BE BOUND BY THE TERMS ON BEHALF OF SUCH CHILD MEMBER, INCLUDING WITHOUT LIMITATION BEING LIABLE FOR ALL USE OF THE WEBSITE BY THE CHILD MEMBER. You acknowledge that Conceptual Academy may choose, but is not obligated, to make any inquiries, either directly or through third parties, that Conceptual Academy deems necessary to validate Your registration information, including without limitation engaging third parties to provide verification services. Conceptual Academy reserves all rights to take legal actions against anyone who misrepresents personal information or is otherwise untruthful about their identity. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE THAT CONCEPTUAL ACADEMY CANNOT GUARANTEE THE ACCURACY OF ANY INFORMATION SUBMITTED BY ANY USER AND CONCEPTUAL ACADEMY IS NOT OBLIGATED TO VERIFY THE IDENTITY OF ANY USER, INCLUDING ANY USER’S CLAIM TO BE A PARENT MEMBER, OR TO VERIFY THAT A PARENT IDENTIFIED BY A CHILD MEMBER OR A COACH DURING REGISTRATION IS SUCH CHILD MEMBER’S ACTUAL PARENT OR GUARDIAN.
9.5 Instructor. Conceptual Academy may make available certain features and tools that permit certain Users to connect with students through the Website in order to provide tutorial, educational and similar services to Users (such as, for example, representatives of school districts, schools, teachers, and other educators) (each an “Instructor”). If you are an Instructor, you may register accounts on the Website for one or more of your students solely using the applicable registration mechanism made available by Conceptual Academy for Instructors on or through the Website. IF YOU ARE AN INSTRUCTOR AND YOU REGISTER AN ACCOUNT FOR ANY CHILD MEMBER, YOU REPRESENT AND WARRANT THAT YOU HAVE RECEIVED EXPRESS CONSENT FROM SUCH CHILD MEMBER’S PARENT OR LEGAL GUARDIAN FOR YOU TO REGISTER THE CHILD MEMBER FOR THE WEBSITE AND FOR YOU TO PROVIDE TO CONCEPTUAL ACADEMY THE INFORMATION YOU DISCLOSE IN CONNECTION WITH THE REGISTRATION OF SUCH CHILD MEMBER. WITHOUT LIMITING THE FOREGOING, YOU FURTHER AGREE TO BE BOUND BY THESE TERMS ON BEHALF OF SUCH CHILD MEMBER, INCLUDING WITHOUT LIMITATION BEING LIABLE FOR ALL USE OF THE WEBSITE BY THE CHILD MEMBER, FOR SO LONG AS THE CHILD MEMBER IS NOT OTHERWISE ASSOCIATED WITH OR ASSUMED BY A VALID PARENT MEMBER ACCOUNT. You hereby agree to indemnify, defend and hold harmless Conceptual Productions, LLC, against any and all claims, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your violation of any provision, representation or warranty this Section 9.5; (b) the use of the Website by the Child Member; (c) your failure to obtain sufficient parental or legal guardian consent; or (d) your registration of the Child Member.
10. Additional Terms; Other guidelines.
10.1 Additional Terms. Users who utilize any of Conceptual Academy’s application programming interfaces (“APIs”) are bound by the API terms of service (“API Terms”). The Conceptual Academy API Terms are hereby incorporated into these Terms of Service by reference.
10.2 Other Guidelines. When using the Website, You will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time, including without limitation the API Terms (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms.
11. User Content License Grant; Representations and Warranties.
11.1 User Content Generally. Conceptual Academy may now or in the future permit the posting by You and other users of notes, questions, comments, ratings, reviews, images and videos or other communications (collectively, “User Postings”), the posting, creation, or modification by You and other users of computer code (including source code and object code) ("User Code"), and the hosting, sharing, and/or publishing of such User Postings or User Code (User Postings and User Code, collectively, "User Content"). You understand that whether or not such User Content is published, Conceptual Academy does not guarantee any confidentiality with respect to any submissions.
11.2 License Grant to Conceptual Academy. By submitting or distributing User Content through the Website, You hereby grant to Conceptual Academy a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, distribute and re-distribute, adapt, prepare derivative works of, use, make, have made, sell, offer for sale, import, and otherwise exploit your User Content, under all intellectual property rights therein, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).
11.3 License Grant to Users. By submitting or distributing User Postings through the Website, You hereby grant to each User of the Website a non-exclusive license to access and use your User Postings. By submitting or distributing User Code through the Website, You hereby grant to each User of the Website a non-exclusive license to access and use your User Code as permitted under the terms of the MIT license (currently available at: http://opensource.org/licenses/mit-license.php) (the "MIT License"). The foregoing license granted by You terminates as to specific User Content once You remove or delete such User Content from the Website; provided, however, that Users’ rights to such User Posting arising out of distributions occurring on or prior to deletion of such User Content from the Website survive any termination or expiration of the license granted in this Section 11.3.
11.4 User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing them. By uploading, submitting, creating, or publishing your User Content to or through the Website, You affirm, represent, and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Conceptual Academy and Conceptual Academy’s Users to use and distribute your User Content as necessary to exercise the licenses granted by You in this Section and in the manner contemplated by Conceptual Academy and these Terms of Service; (2) your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (3) your User Content does not contain any viruses, adware, spyware, worms, or other malicious code. Violators of these third-party rights may be subject to criminal and civil liability. Conceptual Academy reserves all rights and remedies against any User who violates these Terms of Service.
11.5 Access to Your User Content. Conceptual Academy permits Users to share their User Contentf with a select group of other Users, or make their User Content public for all (even non-Website users) to view. You acknowledge and agree that although Conceptual Academy may provide certain features intended to allow you to restrict some User Content you create from others, Conceptual Academy does not guarantee that such User Content will never be accessible by others. In the event of unauthorized access, Conceptual Academy will use reasonable efforts to notify you. CONCEPTUAL ACADEMY HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY UNAUTHORIZED ACCESS TO ANY RESTRICTED USER CONTENT.
11.6 User Content Disclaimer. You understand that when using the Website You will be exposed to User Content from a variety of sources, and that Conceptual Academy is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that You may be exposed to User Content that are inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Conceptual Academy with respect thereto. Conceptual Academy does not endorse any User Content or any opinion, recommendation or advice expressed therein, and Conceptual Academy expressly disclaims any and all liability in connection with User Content. If you are a content owner or User with concerns regarding your trademarks, copyrights, or other intellectual property rights, please contact Conceptual Academy at: 671 Simmons Drive, Shelburne, VT 05482. John@ConceptualChemistry.com. If notified by a User or a content owner of User Content that allegedly does not conform to the Terms, including without limitation allegations of infringement of third-party intellectual property or proprietary rights, Conceptual Academy may investigate the allegation and determine in its sole discretion whether to remove the User Content, which it reserves the right to do at any time and without notice or liability to You. For clarity, Conceptual Academy does not permit copyright, trademark, or other intellectual property infringing activities on the Website. Conceptual Academy respects the intellectual property of others and takes the protection of copyrights, trademarks, and all other intellectual property very seriously, and asks that Users do the same.
12. Digital Millennium Copyright Act
It is Conceptual Academy’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. Conceptual Academy will promptly terminate without notice your access to the Website if You are determined by Conceptual Academy to be a “repeat infringer.” A repeat infringer is a User who has been notified by Conceptual Academy of infringing activity violations more than twice and/or who has had User Content or any other user-submitted content removed from the Website more than twice.
13. Licensed Educational Content.
13.1 License. Unless indicated as being in public domain, all educational videos and exercises provided on the Website by Conceptual Academy (the “Licensed Educational Content”) and all educational, user-readable source code made available to You by Conceptual Academy on or through the “Computer Science” modules or exercises on the Website (the “Licensed Educational Code”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Unless otherwise indicated, all Licensed Educational Content is the property of Conceptual Academy or its subsidiaries or affiliated companies and/or third-party licensors and, subject to the terms and conditions of these Terms, is licensed to You under the Creative Commons Attribution-NonCommercial-ShareAlike 3.0 United States License (available at http://creativecommons.org/licenses/by-nc-sa/3.0/us/) (the “Creative Commons License”). By downloading or otherwise accessing such Licensed Educational Content, You agree to comply with all the terms of the Creative Commons License. Unless otherwise indicated, all Licensed Educational Code is the property of Conceptual Academy or its subsidiaries or affiliated companies and/or third-party licensors and, subject to the terms and conditions of these Terms, is licensed to You under the terms of the MIT License. By downloading or otherwise accessing such Licensed Educational Code, You agree to comply with all the terms of the MIT License. Conceptual Academy reserves all rights in the Licensed Educational Content and Licensed Educational Code not expressly granted in the Terms.
13.2 License Restrictions. The Licensed Educational Content is intended for personal, non-commercial use only. Without limiting the foregoing, the Licensed Educational Content may not be used, distributed or otherwise exploited for “commercial advantage or private monetary compensation” under the Creative Commons License unless otherwise agreed in writing by Conceptual Academy.
13.3 Non-Commercial Use. Whether a particular use of the Licensed Educational Content is “non-commercial” depends on the use, not the user.
13.4 Crediting Conceptual Academy. The Creative Commons License requires attribution to Conceptual Academy in association with Your use of the Licensed Educational Content. Accordingly, if You distribute, publicly perform or display, transmit, publish, or otherwise make available any Licensed Educational Content, You must also provide the following notice prominently along with the Licensed Educational Content: “To Learn More, Please Visit ConceptualAcademy.com”
14. Prohibited Conduct.
BY USING THE WEBSITE YOU AGREE NOT TO:
14.1 use the Website or any related services, including any Conceptual Academy API, for any commercial use or purpose unless expressly permitted by Conceptual Academy in writing, it being understood that the Website and related services are intended for personal, non-commercial use only;
14.2 use the Website for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the Website as such services are offered by Conceptual Academy;
14.3 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in Section 11, below);
14.4 post, upload, or distribute any defamatory, libelous, or inaccurate User Content or other content;
14.5 post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
14.6 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Website accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Website, or perform any other similar fraudulent activity;
14.7 delete the copyright or other proprietary rights notices on the Website, Licensed Educational Content, Licensed Educational Code, or User Content;
14.8 assert, or authorize, assist, or encourage any third party to assert, against Conceptual Academy or any of its affiliates or licensors, any patent infringement or other intellectual property infringement claim regarding any Licensed Educational Content, Licensed Educational Code, or User Content You have used, submitted, or otherwise made available on or through the Website;
14.9 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Website. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
14.10 use the Website for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
14.11 defame, harass, abuse, threaten or defraud Users of the Website, or collect, or attempt to collect, personal information about Users or third parties without their consent;
14.12 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Website, Licensed Educational Content, Licensed Educational Code, or User Content, features that prevent or restrict use or copying of any content accessible through the Website, or features that enforce limitations on the use of the Website, Licensed Educational Content, Licensed Educational Code, or User Content;
14.13 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
14.14 modify, adapt, translate or create derivative works based upon the Website or any part thereof, except and only to the extent expressly permitted by Conceptual Academy herein or to the extent the foregoing restriction is expressly prohibited by applicable law; or
14.15 intentionally interfere with or damage operation of the Website or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
15. Fees; Payments.
15.1 Fees. Conceptual Academy may now, or in the future, charge fees for access to and use of the Website, or certain features thereof (“Fees”). You agree to pay all Fees and charges specified for such features. All Fees are exclusive of applicable taxes (e.g. sales, use, or value-added tax), unless otherwise stated, and you are solely responsible for the payment of any such taxes that may be imposed on your use of the Website.
15.2 Payment Methods. Conceptual Academy will charge the Fee, if any, and other additional fees or donations you authorize, to the PayPal account or credit card you designate. You authorize the credit card or PayPal account you designate to pay any amounts described herein and authorize Conceptual Academy, or any other company that acts as a billing agent for Conceptual Academy, to continue to attempt to charge all sums described herein to your credit card or PayPal account until such Fees are paid in full. You agree to provide Conceptual Academy updated information regarding your credit card and PayPal account upon Conceptual Academy’s request, and any time the information earlier provided is no longer valid. If payment is not received by Conceptual Academy from your credit card issuer or PayPal, you agree to pay all amounts due upon demand by Conceptual Academy.
15.3 Credit Card Authorization. If Conceptual Academy permits You to use a credit card to activate pay for any Fees related to the Website, You will be asked to provide Conceptual Academy with a credit card number from a card issuer that we accept. Conceptual Academy may seek pre-authorization of your credit card account prior to a purchase to verify the credit card is valid and/or has the necessary funds or credit available to cover your purchase. These pre-authorizations will reduce your available balance by the authorization amount until it is released or reconciled with the actual charge. Please contact your credit card issuer if you have additional questions regarding when an authorization amount will be removed from your statement.
15.4 Changes in Price; No Refunds. Conceptual Academy may at any time, upon notice required by applicable law, change the price of the Website or any features thereof, institute new charges or fees, or charge a fee for the Website or any part thereof where a fee was not previously charged. All Fees relating to the Website, including any Fees charged for access to the Website, are final and nonrefundable.
16. Third-Party Sites, Products and Services; Links.
The Website may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). Conceptual Academy does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Website are solely between You and such advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.
17. Ownership; Proprietary Rights.
The Website is owned and operated by Conceptual Productions, LLC. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Website provided by Conceptual Productions (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Content that are provided and owned by Users, all Materials contained on the Website are the property of Conceptual Academy or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Conceptual Academy or its affiliates and/or third-party licensors. Except as expressly authorized by Conceptual Academy, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Conceptual Productions, LLC, reserves all rights to the Materials not expressly granted in the Terms.
18.1 Termination by Conceptual Academy. You agree that Conceptual Academy, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with Conceptual Academy or your use of the Website and remove and discard all or any part of your account, User profile, and any User Content, at any time. Conceptual Academy may also in its sole discretion and at any time discontinue providing access to the Website, or any part thereof, with or without notice. You agree that any termination of your access to the Website or any account You may have, or portion thereof, may be affected without prior notice, and You agree that Conceptual Academy will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Conceptual Academy may have at law or in equity. As discussed herein, Conceptual Academy does not permit copyright, trademarks, or other intellectual property infringing activities on the Website, and will terminate access to the Website, and remove all User Content or other content submitted, by any Users who are found to be repeat infringers.
18.2 Termination by You. Your only remedy with respect to any dissatisfaction with (i) the Website, (ii) any term of these Terms of Service, (iii) Guidelines, (iv) any policy or practice of Conceptual Academy in operating the Website, or (v) any content or information transmitted through the Website, is to terminate the Terms and your account. You may terminate the Terms at any time by deleting your login account with the Website and discontinuing use of any and all parts of the Website.
You agree to indemnify, defend, and hold harmless Conceptual Productions, LLC, its websites, affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners (“Conceptual Production Indemnitees”) from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of any use or misuse of the Website, any violation of the Terms, or any breach of the representations, warranties, and covenants made herein, whether by You or by any Child Member associated with you if you are a Parent Member. Conceptual Academy reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Conceptual Academy, and You agree to cooperate with Conceptual Academy’s defense of these claims. Conceptual Academy will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
20. Disclaimers; No Warranties.
20.1 No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Conceptual Academy, and its affiliates, partners, LICENSORS and SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ALL WITH REGARDS TO THE WEBSITE. No advice or information, whether oral or written, obtained by You from Conceptual Productions or through the Website will create any warranty not expressly stated herein. You expressly acknowledge that the term Conceptual Academy includes Conceptual Academy’s officers, directors, employees, shareholders, agents, licensors and subcontractors.
20.2 “As is” and “As available” and “With All Faults”. You expressly agree that use of the Website is at your sole risk. THE Website AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, User Content, reference sites, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE Website ARE PROVIDED on an “AS IS,” “AS AVAILABLE” AND “with all faults” basis and WITHOUT WARRANTIES or representations OF ANY KIND EITHER EXPRESS OR IMPLIED.
20.3 Content. Conceptual Academy, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, User Content, FUNCTIONS, or any other information OFFERED ON or through THE WEBSITE or any reference sites WILL BE UNINTERRUPTED, or free of errors, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
20.4 Accuracy. CONCEPTUAL ACADEMY, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE or any reference sites IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
20.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU use, access, DOWNLOAD, OR OTHERWISE OBTAIN information, materials, OR DATA THROUGH THE WEBSITE (INCLUDING RSS FEEDS) or any reference sites AT YOUR own DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR property (including your computer system) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD or use OF SUCH MATERIAL OR DATA.
21. Limitation of Liability and Damages.
21.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL CONCEPTUAL ACADEMY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (including without limitation damages arising from any unsuccessful court action or legal dispute, lost business, lost revenues, or loss of anticipated profits OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THE TERMS OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE WEBSITE or any reference sites, OR ANY OTHER INTERACTIONS WITH CONCEPTUAL ACADEMY, EVEN IF CONCEPTUAL ACADEMY OR A CONCEPTUAL ACADEMY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, CONCEPTUAL ACADEMY’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
21.2 Limitation of Damages. IN NO EVENT WILL CONCEPTUAL ACADEMY’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’, LICENSORS’, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE WEBSITE OR your interaction with OTHER WEBSITE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEBSITE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE date of the claim OR FIFTY DOLLARS, WHICHEVER IS GREATER.
21.3 Reference Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED on any reference sites or otherwise BY THIRD PARTIES OTHER THAN CONCEPTUAL ACADEMY AND RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY reference sites.
21.4 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT CONCEPTUAL ACADEMY HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND CONCEPTUAL ACADEMY, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CONCEPTUAL ACADEMY. FURTHERMORE, CONCEPTUAL PRODUCTIONS, LLC, AND ITS SITES SHALL BE HELD HARMLESS FROM ANY PROPERTY OR BODILY DAMAGE INCURRED FROM ANY SCIENCE RELATED ACTIVITY SUGGESTED BY CONTENT PROVIDED. Conceptual Academy would not be able to provide the Website to You on an economically reasonable basis without these limitations.
21.5 Limitations by Applicable Law. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
22.1 Notice. Conceptual Academy may provide You with notices, including those regarding changes to the Terms, by email, regular mail or postings on the Website. Notice will be deemed given twenty-four hours after email is sent, unless Conceptual Academy is notified that the email address is invalid. Alternatively, we may give You legal notice by mail to a postal address, if provided by You through the Website. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Website is deemed given 30 days following the initial posting.
22.2 Waiver. The failure of Conceptual Academy to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by Conceptual Academy.
22.3 Dispute Resolution and Arbitration.
(a) Governing Law. The Terms will be governed by and construed in accordance with the laws of the State of Hawaii, without giving effect to any principles of conflicts of law.
(b) Arbitration. For any claim related to the Terms or the Website, excluding claims for injunctive or other equitable relief, where the total amount sought is less than ten thousand U.S. Dollars ($10,000.00 USD), either Conceptual Academy or You may elect at any point in or during a dispute or proceeding to resolve the claim through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Jurisdiction. You agree that any action at law or in equity arising out of or relating to the Terms or Conceptual Academy will be filed only in the state or federal courts in and for Honolulu County, Hawaii, and each of You and Conceptual Academy hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action, except as provided in Section 22.3(b) regarding arbitration. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s intellectual property rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
(d) Improperly Filed Claims. All claims you bring against Conceptual Academy must be resolved in accordance with this Section 22.3. All claims filed or brought contrary to this Section 22.3 shall be considered improperly filed. Should either party file a claim contrary to this Section 22.3, the other party may recover attorneys' fees and costs up to one thousand U.S. Dollars ($1,000.00 USD), provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.
22.4 Severability. If any provision of the Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
22.5 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Conceptual Academy without restriction. Any assignment attempted to be made in violation of the Terms shall be null and void.
22.6 Survival. Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
22.7 Headings. The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and will not be deemed to limit or affect any of the provisions hereof.
22.9 Claims. YOU AND CONCEPTUAL ACADEMY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
22.10 Disclosures. The Website is hosted in the United States, and the services provided hereunder are offered by Conceptual Productions, LLC.
Conceptual Academy API Terms
Last Updated: October 1, 2018
Welcome Conceptual Academy, the website located at http://ConceptualAcademy.com and related mobile applications and services, created and owned by Conceptual Productions, LLC, and also stated synonymously as a company owned by Conceptual Productions, LLC.
BY CLICKING “I AGREE” OR DOWNLOADING, IMPLEMENTING, OR OTHERWISE USING THE APPLICATION PROGRAMMING INTERFACE (API) FOR THE CONCEPTUAL ACADEMY PLATFORM (THE “CONCEPTUAL ACADEMY API”), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE CONCEPTUAL ACADEMY API TERMS OF SERVICE (THE “API TERMS”), INCLUDING ANY FUTURE MODIFICATIONS. FOR CONCEPTUAL ACADEMY’S POLICY ON MODIFICATION OF THESE API TERMS AND OTHER TERMS ON THE CONCEPTUAL ACADEMY PLATFORM, PLEASE SEE OUR TERMS OF SERVICE
YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF TO THESE API TERMS. IF, AT ANY TIME, YOU DO NOT AGREE TO THESE API TERMS, THEN YOU ARE NO LONGER GRANTED A LICENSE TO USE THE CONCEPTUAL ACADEMY API, AND MUST DISCONTINUE ALL USES OF THE CONCEPTUAL ACADEMY API.
1. Eligibility. You hereby represent and warrant that you have all authority necessary to bind yourself to these API Terms.
IF YOU ARE USING THE CONCEPTUAL ACADEMY API ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A "SUBSCRIBING ORGANIZATION") THEN YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE API TERMS; (II) HAVE READ THE FOREGOING TERMS; (III) UNDERSTAND THESE API TERMS, AND (IV) AGREE TO THESE API TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.
2. Conditions of use
3. API Use
The Conceptual Academy API allows you to create certain compatibility between an application, service or product created by you (“Your Application”) and the Conceptual Academy Platform.
Subject to the terms and conditions of these API Terms and during the term of these API Terms, you are hereby granted a limited, nonexclusive, non-sublicensable, freely revocable license to use the Conceptual Academy API solely for the purpose of creating compatibility between the Conceptual Academy Platform and Your Application. All rights not expressly granted to you herein are reserved by Conceptual Academy.
Conceptual Academy may at any time change the specifications of or restrict or limit access to the Conceptual Academy API, in Conceptual Academy’s sole discretion. You acknowledge and agree that Conceptual Academy may use any technological means to enforce these API Terms. Notwithstanding anything to the contrary, you hereby grant Conceptual Academy the right to crawl, test or otherwise monitor Your Applications for the purpose of verifying your compliance with these API Terms, and that you will not seek to block or otherwise interfere with such crawling or monitoring.
4. Representations and Warranties
You hereby represent and warrant that:
b. you will not obtain access to the Conceptual Academy Platform without authorization;
c. Your Application shall be compliant with the Digital Millenium Copyright Act (DMCA) and other laws and regulations. Conceptual Academy offers the following link to DMCA resources for informational purposes only: http://www.chillingeffects.org/dmca512/faq.cgi. THE FOREGOING LINK AND OTHER INFORMATION CONTAINED IN THESE API TERMS ARE FOR YOUR GENERAL INFORMATION ONLY. THE FOREGOING LINK AND INFORMATION CONTAINED IN THESE API TERMS IS NOT LEGAL ADVICE OF ANY KIND.
d. Your Application and your use of the Conceptual Academy Platform and the Conceptual Academy API will not:
i. infringe, violate or misappropriate any third party's intellectual property rights or other proprietary rights or be misleading, deceptive or fraudulent
ii. violate any laws, treaties, regulations or other governmental order
e. Your Applications shall not be designed for the purpose of facilitating the access, storage, distribution or other exploitation of copyrighted or proprietary content without the authorization of the content owner. Additionally, you shall make best efforts (including design considerations) to prevent the use of Your Application for the purpose of facilitating the access, storage, distribution or other exploitation of copyrighted or proprietary content without the authorization of the content owner. If you become aware of such use, you will promptly notify Conceptual Academy;
g. you shall not sell, resell, lease, redistribute, license, sublicense or transfer all or any portion of the Conceptual Academy Platform, Conceptual Academy API or the rights granted herein;
h. Your Applications shall not be designed or implemented in a way that, as determined by Conceptual Academy in its sole discretion, might mislead a user into believing that:
(i) he or she is interacting directly with the Conceptual Academy Platform when interacting with Your Applications, or
(ii) any of Your Applications were created by or are endorsed by Conceptual Academy;
i. you will not encourage or endorse users to post or upload material that infringes the copyright, proprietary or other rights of any third parties;
j. you will not encourage or endorse users to access or download any content through the Conceptual Academy API and distribute, publicly display or perform, transmit, publish or otherwise make available such content in a manner that violates the terms of the license under which Conceptual Academy made such content available for access or download.
5. Further restrictions.
You agree that you WILL:
b. notify Conceptual Academy if any users of Your Application are “repeat infringers” as that term is defined in the Conceptual Academy Terms of Service;
c. notify Conceptual Academy if you receive any complaint (including a copyright or other right holder) based on any content that is hosted by Conceptual Academy;
d. in connection with your use of the Conceptual Academy API and the Conceptual Academy Platform, comply with all applicable local, state, national, and international laws and regulations, including, without limitation, copyright and other laws protecting proprietary rights (including the DMCA) and all applicable export control laws and regulations and country-specific economic sanctions implemented by the United States Office of Foreign Assets Control. For clarity, the foregoing does not limit your representations in Section 4, above;
e. provide any information and/or other materials related to Your Applications reasonably requested by Conceptual Academy from time to time to verify your compliance with these API Terms.
You agree that you WILL NOT:
a. cache or store passwords of Conceptual Academy users using your application;
b. infringe, violate or misappropriate any third party's intellectual property rights or other proprietary rights either through your own conduct or through the conduct of your users (i) of which you are aware or reasonably should be aware; and (ii) do not take reasonable steps to prevent;
c. engage in any activity that is fraudulent or otherwise illegal or promotes illegal activities, including without limitation engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for misleading purposes;
d. engage in any activity that is malicious or harmful to any person or entity, including in an activity that may be libelous or defamatory, or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age;
e. engage in spamming or other advertising or marketing activities that violate any applicable laws, regulations or generally-accepted advertising industry guidelines;
f. request, collect, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any users of the Conceptual Academy Platform, or to proxy authentication credentials for any users of the Conceptual Academy Platform for the purposes of automating logins to the Conceptual Academy Platform;
g. interfere or attempt to interfere in any manner with the functionality or proper working of the Conceptual Academy API or the Conceptual Academy Platform, or, in each case, any portion or feature thereof;
h. impose or purport to impose any obligation on any person, or grant or purport to grant any right, power or authority to yourself or any other person, that would be inconsistent with these API Terms, and you agree that any such obligation, right, power or authority purportedly imposed or granted shall be null and void;
i. remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing on the Licensed Educational Material (as that term is defined in the Conceptual Academy Terms of Service.
j. copy, distribute, reproduce, sell, use or allow access to the Conceptual Academy API except as explicitly permitted under these API Terms and the Conceptual Academy Terms of Service.
k. modify, translate, adapt, or prepare derivative works from the Conceptual Academy API except as explicitly permitted under these API Terms or under applicable law;
l. reverse engineer or attempt to reverse engineer the Conceptual Academy API except as explicitly permitted under applicable law;
m. attempt to conceal your identity or Your Application's identity when requesting authorization to use Conceptual Academy API;
n. use an unreasonable amount of bandwidth, storage or processing power as determined by Conceptual Academy in its sole discretion;
o. use Conceptual Academy API for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code;
p. use Conceptual Academy API in a manner that adversely impacts the stability of Conceptual Academy’s servers or the Conceptual Academy Platform or adversely impacts the behavior of other applications using the Conceptual Academy API, in Conceptual Academy’s sole determination; or
q. Use the Conceptual Academy API for the purpose of collecting personally identifiable information of any end user without such end user’s permission.
Conceptual Productions owns all right, title and interest in the Conceptual Academy API. The Conceptual Academy API is protected by United States copyright laws and international treaty provisions. All rights not expressly granted hereunder are reserved by Conceptual Productions. Except for the limited licenses expressly granted herein, these API Terms grant you no right, title, or interest in any intellectual property owned or licensed by Conceptual Productions, including (but not limited to) the Conceptual Academy API and Conceptual Academy trademarks. Any rights granted hereunder are granted solely to you and not, by implication or otherwise, to any parent, subsidiary, or affiliate of you.
As between you and Conceptual Productions, you own Your Applications (subject to Conceptual Production’s underlying rights in the Conceptual Academy Platform and the Conceptual Academy API).
You shall place the following notice prominently on Your Application: "This product uses the Conceptual Academy API but is not endorsed or certified by Conceptual Academy (www.ConceptualAcademy.com)." Apart from providing attribution as expressly described in this Section 7, you shall not use the name “Conceptual Academy” in any way, including, but not limited to, in the hostname of your application (i.e. ConceptualAcademy.domain.com). You shall not use the Conceptual Academy logo or Conceptual Academy marks without prior express written permission from Conceptual Academy, and then, only under the terms and conditions under which Conceptual Academy provided such prior express written permission.
Your license to the Conceptual Academy API under these API Terms continues until terminated by yourself or Conceptual Academy. You may terminate the license by discontinuing use of the Conceptual Academy API. Conceptual Productions may terminate the license to the Conceptual Academy API without liability at any time for any reason, with or without notice. Additionally, your rights to use the Conceptual Academy API will terminate immediately if you violate any of the terms and conditions herein. Upon expiration or termination of the license granted herein, you will discontinue any and all use of the Conceptual Academy API.
Conceptual Academy may elect to provide you with support or modifications for the Conceptual Academy API (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Conceptual Academy may change, suspend, or discontinue any aspect of the Conceptual Academy API at any time, including the availability of any Conceptual Academy API. Conceptual Academy may also impose limits on certain features and services or restrict your access to parts or all of the Conceptual Academy API or the Conceptual Academy Platform without notice or liability.
10. Fees; Taxes
Conceptual Academy reserves the right to charge a fee for using the Conceptual Academy API or Conceptual Academy Platform without notice in its sole discretion. You do not have an obligation to continue using the Conceptual Academy API or Conceptual Academy Platform should Conceptual Academy exercise its right to charge a fee. All fees are exclusive of applicable taxes (e.g. sales, use, or value-added tax), unless otherwise stated, and you are solely responsible for the payment of any such taxes that may be imposed on your use of Conceptual Academy API or Conceptual Academy Platform.
11. Release and waiver
You hereby release, waive and covenant not to sue or pursue any claim against Conceptual Productions (and Conceptual Productions’ officers, directors, agents, subsidiaries, joint ventures and employees) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected to: (i) Your Application or any intellectual property you develop that is based on, uses, or relates to the Conceptual Academy Platform or Conceptual Academy API; and (ii) which otherwise may arise in connection with your use of, reliance on, or reference to Conceptual Academy Platform or Conceptual Academy API. You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits that you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
In addition to the indemnification provisions in Conceptual Academy Terms of Service, you hereby agree to indemnify and hold harmless Conceptual Productions, Conceptual Academy, its customers and users, all third-party advertisers, technology providers and service providers, and each of their respective employees, directors and representatives, from any liability, loss or claim arising out of or relating to: (i) these API Terms; (ii) your use of or interaction with the Conceptual Academy API, (iii) Your Application, (iv) your violation of any law, treaty, regulation or other governmental order, or (v) your violation of the proprietary or other rights of third parties. Conceptual Productions reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Conceptual Productions, and you agree to cooperate with Conceptual Production’s defense of these claims. Conceptual Productions will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
13. Disclaimer; Limitation of Liability
The following terms are in addition to the disclaimer and limitation of liability in the Conceptual Academy Terms of Service.
Conceptual Productions does not warrant that the data, User Content or any other information offered on or through the Conceptual Academy Platform or Conceptual Academy API will be uninterrupted, or free of errors, viruses or other harmful components and does not warrant that any of the foregoing shall be corrected. Conceptual Productions is not responsible for the conduct of any user of the Conceptual Academy Platform or Conceptual Academy API.
THE CONCEPTUAL ACADEMY PLATFORM AND CONCEPTUAL ACADEMY API ARE PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CONCEPTUAL ACADEMY, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CONCEPTUAL ACADEMY OR THROUGH THE CONCEPTUAL ACADEMY PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
UNDER NO CIRCUMSTANCES WILL CONCEPTUAL PRODUCTIONS BE LIABLE TO YOU FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT CONCEPTUAL ACADEMY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CONCEPTUAL PRODUCTION’S LIABILITY EXCEED THE FEES PAYABLE BY YOU TO CONCEPTUAL ACADEMY UNDER THESE API TERMS DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO THE CLAIM.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS 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 THESE API TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
YOU EXPRESSLY ACKNOWLEGE THAT AS USED IN THIS SECTION 14, THE TERM CONCEPTUAL ACADEMY INCLUDES CONCEPTUAL ACADEMY'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
Conceptual Productions, LLC, may provide you with notices, including those regarding changes to these API Terms, by email, regular mail or postings on the Conceptual Academy Website. Notice will be deemed given twenty-four hours after email is sent, unless Conceptual Academy is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Conceptual Academy Platform. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Conceptual Academy Website is deemed given 30 days following the initial posting.
The failure of Conceptual Productions to exercise or enforce any right or provision of these API Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the API Terms will be effective only if in writing and signed by Conceptual Productions.
If any provision of the API Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the API Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
Upon termination of the API Terms, any provision that, by its nature or express terms should survive, will survive such termination or expiration.