This application (“Application”) is a downloadable software application developed by PlayMada Games LLC (“PlayMada Games”, “we” or “us”). Your use of the Application is governed by (i) the terms and conditions of these Application Terms of Use (“Application Terms”); (ii) PlayMada Games’ Terms of Use (“Terms”); and (iii) PlayMada Games’ Privacy Policy (“Privacy Policy”). By downloading, installing or using the Application or any content obtained directly or indirectly from the Application, you expressly agree to be legally bound by these Application Terms, the Terms and the Privacy Policy. Wherever we use the term “you” or “yours” this means any user downloading, installing or using the Application or using any of the content, or services made available through the Application. If you do not so consent, you may not download, install or use the Application or any of its content. We reserve the right to revise these Application Terms, Terms and our Privacy Policy from time to time in our sole and absolute discretion. Any revisions to these Application Terms will take effect once posted. Please read these Application Terms carefully.

This Application provides interactive resources designed to help students excel in the field of science.

IF YOU ARE UNDER THE AGE OF 18, YOU MAY ONLY USE THE APPLICATION WITH THE SUPERVISION OF A PARENT OR LEGAL GUARDIAN. IF YOU ARE AN EDUCATOR, WHETHER IN A PUBLIC OR PRIVATE SCHOOL OR EDUCATIONAL ORGANIZATION, THEN, PRIOR TO YOUR STUDENTS’ USE OF THIS APPLICATION, YOU ARE REQUIRED TO OBTAIN THE AUTHORIZATION OF THE STUDENTS’ RESPECTIVE PARENTS OR LEGAL GUARDIANS.

PlayMada Games reserves the right to include any updates to the Application and the Content (as defined below) (“Updates”), at any time and in its sole discretion. Updates will be deemed part of the Application for all purposes under these Application Terms. You acknowledge that you must routinely download and permit installation of Updates in order to obtain maximum benefit from the Application and consent to our provision of automatic Updates. These Application Terms will govern any Updates provided by PlayMada Games, unless such Update is accompanied by a separate terms and conditions.

PlayMada Games reserves the right to suspend, discontinue, delete, modify, or remove any content or functionality offered in the Application from time to time, without prior notice, without reason or liability, and/or to offer certain content or functionality only in various versions or in selected times, based on PlayMada Games’ sole discretion. In addition, PlayMada Games may charge users for certain content or functionalities which are currently available for free.

 PRIVACY POLICY

Please review our Privacy Policy [to be hyperlinked] which explains our privacy practices for the Application. Our Privacy Policy is incorporated into, and considered part of, these Application Terms. By downloading, installing or using the Application you agree to our Privacy Policy, as in effect from time to time.

OWNERSHIP

Subject to the provisions of these Application Terms, the Application and all of its contents, including without limitation all links, software, interfaces, chat rooms, forums, products, services, technology, user interfaces, profiles, widgets, messages, emails, graphics, images, video, code, sounds, music, games, videos, User Content (as further explained and defined below), all audio visual or other material appearing within or emanating to and/or from the Application, as well as the design and appearance of the Application and the accompanying information and documentation (collectively, “the Content”), are owned by or licensed to us, subject to copyright, trademark and other intellectual property rights under United States and foreign laws and international conventions. We reserve all rights to the Content.

You agree not to engage in the use, copying, or distribution of any Content unless you are expressly permitted to do so by a prior written agreement with us. You agree not to circumvent, disable or otherwise interfere with security related features of the Application or features that prevent or restrict use or copying of any Content or enforce limitations on the use of the Application or the Content.

All product, brand and company names and logos used on the Application are the trademarks or registered trademarks (including, but not limited to the trademarks “PLAYMADA”, “PLAYMADA GAMES”, and “COLLISIONS”) of their respective owners. Any use of any of the marks appearing on the Application, whether or not owned by us (unless you first receive our express written consent or the consent of the owner of the mark, as appropriate), is strictly prohibited.

You may not use metatags or any other “hidden text” utilizing “PLAYMADA”, “PLAYMADA GAMES”, or “COLLISIONS” or any other name, trademark, service mark or product or service name of PlayMada Games without our prior written consent. In addition, the look and feel of the Application, including without limitation all custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of PlayMada Games and may not be copied, imitated or used, in whole or in part, without our prior written consent. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

LICENSE TO USE

We grant you a limited, personal, non-exclusive, non-sublicensable, non-transferable, non-commercial, revocable license to download, install and make personal use of the Application (“Use License”). This Use License is subject to your full compliance with these Application Terms.

The Use License does not allow you to: (i) modify the Application or the Content, or any portion thereof, except with our express prior written consent; (ii) reproduce, retransmit, adapt, translate, distribute, duplicate, publish, republish, copy, sell, resell, lease, decompile, reverse engineer, disassemble, or otherwise exploit, make available, or make any commercial use of the Application or the Content or any portion thereof; (iii) collect and use any of our offerings, product listings, descriptions or pricing thereof or otherwise attempt to download and/or copy information for the benefit of another or in violation of the Use License; (iv) make any derivative use of the Application or the Content; (v) use any data mining or reverse engineering tools, spiders, robots, or similar data gathering and extraction tools; (vi) attempt to create or create source code from the object code; (vii) frame or utilize framing techniques, caches or similar techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) located within the Application.

Notwithstanding the above, when certain Content is made available for printing (such as certain exercises or other features of the Application where a print key is indicated) you may print the page or the available material, as applicable, solely for your personal use or for non-commercial educational purposes subject to the Use License. Any unauthorized use of the Application or violation of these Application Terms and the Use License automatically terminates your permission to use our Application.

We attempt to provide accurate descriptions of the Content. However, we do not warrant that product descriptions or other parts of the Content are accurate, complete, reliable, current, or error-free. If Content is materially misrepresented, your sole remedy is to cease use of that Content and to notify us of the purported error.

The Application may include links to third party websites or portions thereof as a convenience to you. Those sites may collect data or solicit personal information from you. We do not monitor or endorse any websites or the information, products or services contained on or accessible through such websites. These websites are not under our control and we are not liable for the content or accuracy of those websites or the products or services offered on or through those websites. If you access such websites, you do so solely at your own risk.

THIRD PARTY CONTENT

From time to time, we reserve the right to offer, through the Application, special features or links to various third party content or functionalities provided by third parties (“Third Party Content”).  Third Party Content may contain terms and conditions that will govern the use of such features. In such cases, any terms specific to Third Party Content will control in the event that there is a conflict with these Terms. We expressly disclaim any and all liability in connection with your use of Third Party Content. Any such use of Third Party Content is at your own risk and may subject you to additional or different terms and restrictions by the third party running the service.

EMBEDDED CONTENT

The Application may provide you with an “Embedded Features” option that enables you to incorporate certain Content into your own personal, non-commercial websites for use in accessing the materials on your website (“Embedding”). Your use of Embedding, is subject to these Application Terms, in all respect, including, but not limited to limitations imposed by the Use License. You must provide a prominent link back to your website on all pages containing the Embedded Features. Please note that all of the limitations and restrictions and all of the terms included in these Application Terms apply to the use of this feature. We reserve the right to revoke the license to use the Embedded Features for any reason in its sole discretion and without providing you with explanations or clarifications. You agree to remove the Embedded Features from your website immediately upon request from us.

USER CONTENT

Certain functionalities on the Application may allow you to submit, upload, post, or create (collectively “submit”) certain types of content(“User Content”). You acknowledge and agree that we do not guarantee any confidentiality with respect to any User Content you submit.

In exchange for use of the Application, and to the extent that your use of the Application gives rise to any intellectual property rights, you hereby grant us a worldwide, perpetual, non-exclusive, royalty-free, sub-licensable and freely transferable license to use, publish, reproduce, distribute, disseminate, copy, prepare derivative works of, and display, in whole or in part, the User Content, without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such User Content, and you hereby waive any claim to the contrary. You acknowledge and agree that User Content may be utilized by our users in various ways over which we do not have any control and you expressly release us from any claims with respect to any use of User Content by any third parties.

We do not endorse any User Content submitted and expressly disclaim any and all liability in connection with such User Content.  We reserve the right to remove or modify any User Content in any manner, at any time and without prior notice. If you find any inappropriate Content within the Application, we encourage you to report such inappropriate content to: legal@k12.playmada.com.

We strictly prohibit the use of the Application for offensive, illegal or harming purposes. You agree not to use the Application (i) to create, edit, post or share any content that is harmful, unlawful, obscene, libelous, racist, hateful, or criminal or that violates the privacy of others or any other illegal, offensive or inappropriate content, or (ii) for purposes that are illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable, as determined in our sole and absolute discretion. By downloading, installing or using the Application, you agree to only use the Application and the Content in a manner that is lawful in your jurisdiction. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You further agree not to use our Application in a manner that (i) is unlawful, fraudulent, deceptive, or impersonates any person or entity; (ii) uses technology or other means to access unauthorized content or non-public spaces or reverse engineer any functionalities of the Application; (iii) uses any type of automated system or process, including without limitation, “bots,” “spiders,” or “crawlers,” to access unauthorized content or non-public spaces; (iv) introduces or attempts to introduce viruses or any other harmful computer code or programs that interrupt, destroy or limit the functionality of the Application or related servers and networks; (v) attempts to gain unauthorized access to our Application’s users’ accounts (if applicable); (vi) constitutes a criminal offense or otherwise encourages criminal conduct; (vii) gives rise to civil liability; (viii) violates these Application Terms in any manner; (ix) fails to comply with the Application Terms applicable to Third Party Content; or (x) uses the Application for creating, sharing and sending unsolicited commercial messages, unsolicited or unauthorized advertising, promotional materials, political messages, spam, junk mail, chain letters, pyramid schemes or any other solicitation material.

Display of User Content on the Application does not constitute our approval or endorsement thereof.  We reserve the right to remove any content that we deem to be illegal, offensive or inappropriate, in our sole discretion, and we reserve the right to take action against the user submitting such User Content, including, but not limited to, suspending any or all use of the Application, in any way or manner, or terminating such user’s account (if applicable).

USER ACCOUNT

Certain content and functionalities of our Application may require registration in order to be able to enjoy such content and functionalities. In order to register an account you may be asked to provide certain information when prompted. This information may include, without limitation, the following:  (i) full name, email address, telephone number and physical address; (ii) if you are a school or educator, school name, district, state, address, telephone number and email address; and (iii) user name and password.

We reserve the right to decide which content and functionalities require registration or will require registration in the future. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your mobile device, and you agree to accept responsibility for all activities that occur under your account or password. You agree to notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else’s password. You are entirely responsible for any and all activities which occur under your user account.

You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to your identity. If you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account and refuse any and all current or future use of our Application.

Please note that PlayMada Games is in the business of producing and selling educational content and products designed for educators and students. However, in such case PlayMada Games sells them to adults or entities, who/which, among other things, can legally enter into credit card transactions or other permitted payment methods and agreements. We reserve the right to refuse service, terminate accounts, remove or edit the Content, or cancel orders in our sole discretion.

THIRD PARTY APPLICATION STORES

If you are downloading, installing or otherwise accessing the Application via an application store operated by a third party (for example, App Store®), you acknowledge that such third party is not a party to and has not agreed to these Application Terms or, otherwise, does not sponsor, endorse or have any affiliation with the Application. Your download of the Application through such third parties is subject to their respective terms and conditions (e.g. App Store® usage rules).

FEES

We may charge a fee for downloading the Application that will be disclosed to you prior to you downloading the Application. These fees are subject to change. In the event that we change the fees charged for the Application, we will not provide any type of price protection, refunds or promotional pricing for any reason. Use of the Application may be subject to standard messaging, data and other fees that may be charged by your mobile carrier. Your carrier may also prohibit or restrict the Application and the Application may be incompatible with your carrier or mobile device. If you have any questions concerning this, please contact your carrier to obtain further information.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THIS APPLICATION INCLUDING THE CONTENT AND ALL INFORMATION, MATERIALS, PRODUCTS AND SERVICES INCLUDED OR OTHERWISE MADE AVAILABLE TO YOU ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE APPLICATION OR THE CONTENT, INFORMATION, MATERIALS, PRODUCTS OR SERVICES INCLUDED WITHIN OR OTHERWISE MADE AVAILABLE THROUGH THE APPLICATION, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE APPLICATION IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE APPLICATION, THE CONTENT, INFORMATION, MATERIALS, PRODUCTS OR SERVICES INCLUDED WITHIN OR OTHERWISE MADE AVAILABLE THROUGH THE APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES, SUPPLIERS OR THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING FROM THE USE OF THE APPLICATION OR FROM THE CONTENT, INFORMATION, MATERIALS, PRODUCTS OR SERVICES INCLUDED WITHIN OR OTHERWISE MADE AVAILABLE THROUGH THE APPLICATION, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OR RELIANCE OR, INABILITY TO USE THE APPLICATION OR ANY OF THE CONTENT, INFORMATION, MATERIALS, PRODUCTS OR SERVICES INCLUDED WITHIN OR OTHERWISE MADE AVAILABLE THROUGH THE APPLICATION, OR WHETHER THEY ARISE FROM THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE APPLICATION OR ANY CONTENT, INFORMATION, MATERIALS, PRODUCTS OR SERVICES INCLUDED WITHIN OR OTHERWISE MADE AVAILABLE THROUGH THE APPLICATION. IN NO EVENT, SHALL OUR TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE APPLICATION TERMS EXCEED THE AMOUNT ACTUALLY PAID, IF ANY, TO US BY THE INJURED PARTY. IN ANY JURISDICTION THAT DOES NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY OR LIABILITY OF ANY OF OUR MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AFFILIATES, AGENTS, SUPPLIERS, CUSTOMERS OR LICENSEES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

INDEMNITY

You agree to indemnify, hold us harmless and, at our option, defend us and our affiliates, and our officers, directors, employees, stockholders, agents and representatives from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys’ fees and expenses) arising from your improper use of this Application or our products, services, or offerings, your violation of these Application Terms, or your infringement, or the infringement or use by any other user of your account (if applicable), of any intellectual property or other right of any person or entity. We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

TERMINATION

You may stop using the Application at any time and in your sole discretion, with no need for justification and with no charge provided that you contact us and request to delete your account. Note that the termination of an account does not delete the information posted by you and you may need to contact us directly to request editing, deletion or removal of such information. If your account is terminated, your rights to use the Application will cease immediately.

WAIVER

Any waiver of any provision of the Application Terms will be effective only if in writing and signed by the waiving party.

DISPUTES AND APPLICABLE LAW

You agree that the laws of the State of New York, without regard to principles of conflicts of laws, will govern these Application Terms and any dispute of any sort that might arise between you and us. Any dispute relating in any way to your downloading, installation or use of the Application or your use of the Content shall be solely settled by final and binding arbitration administered by the American Arbitration Association in New York City and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the above, PlayMada Games shall have the right to apply to any court of competent jurisdiction for temporary or permanent injunctive relief without breach of this section.

Without derogating from the above, any claim that you may have in connection with these Application Terms must first, and before taking any other legal action, be submitted to us in the form of a complaint to: legal@k12.playmada.com to enable the parties to resolve the claim in a friendly and effective manner. If the parties fail to resolve the claim in this manner in a reasonable timetable, or if any other claim or dispute in connection with these Application Terms arises, it shall be resolved as specified above.

CHANGES AND SEVERABILITY

You agree to check these Application Terms periodically for new information and terms that govern your use of the Application. We reserve the right to make changes to the Application, our policies, and these Application Terms at any time. Posting the modified Application Terms will give effect to the revised Application Terms. We urge you to examine these Application Terms for changes. Your continued use of the Application indicates your acceptance of any revised Application Terms. If you do not agree to the revised Application Terms, stop using the Application and uninstall the Application immediately. If any of the terms or conditions in these Application Terms shall be deemed invalid, void, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining terms and conditions.

COMMUNICATION WITH US

You agree to receive communications from us electronically regarding these Application Terms and the Application, and such communications sent from us shall be considered sufficient means of notice, whether applicable law requires written notice or not. You further agree that your electronic communications, except for communications regarding subscriptions, are not confidential.