Why Science Terms of Service
Effective: June 1, 2021
These terms of service (this “Terms of Service”) are between you and Why Science LLC (“we”, “our” or “us”). By accessing or using our website, applications and services (the “Services”), you agree to be bound by these Terms of Service. You represent that you have the authority to agree to these Terms of Service and are of sufficient legal age in your jurisdiction to enter into this agreement. If you do not agree with these Terms of Service, you cannot access or use our Services.
These Terms of Service include the Privacy Statement available at Privacy Statement, which describes our privacy practices, including how we collect, use and disclose your personally identifiable information (“Personal Information”). Your name and email address, along with other information that can be used to identify you, constitute your Personal Information.
In connection with the Services, you have the option to communicate with us in various ways. You can retrieve our contact information through the appropriate link on our website, and you can open an account and share information through your account. By entering your name, email address, and providing any other information, you agree that we may contact you electronically or in any other manner about updates, promotions, events, and other marketing information. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.
If you access a password-protected account through this Services, you are 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 will immediately notify us in the event you discover or suspect any unauthorized use, access and/or disclosure of your account or password.
In connection with the Services, we do not provide personal or professional advice.
You will (a) ensure that you and your end users’ use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify us if you become aware of any unauthorized use of, or access to, the Services, your account, or your password. We reserve the right to investigate any potential violation of this Terms of Service by you and your end users, which may include reviewing Customer Data.
You are responsible for any consents and notices required to permit (a) your use and receipt of the Services, and (b) our accessing, storing, and processing of data provided by you (including Customer Data) under the Terms of Service.
Children’s Online Privacy Protection Act
Except to the extent a qualifying school has contracted with us to collect personal information from students for the use and benefit of the school (and for no other commercial purpose), our Services are not directed at nor intended for use by individuals under 13. If you are under the age of 13, please do not attempt to register with the Services or send any information about yourself to us, including your name or e-mail address. If you learn that a child under 13 has provided us with Personal Information, please contact us. If we become aware that a child under 13 has provided us with his or her Personal Information, we will promptly delete such data.
You shall not: (a) use the Service in a manner that is inconsistent with these Terms of Service; (b) modify, edit, copy, reproduce, frame, create derivative works of, reverse engineer, alter, enhance, scrape or in any way exploit the Services in any manner; (c) use the Services as a service bureau; (d) rent, lease, loan, sell, license, publish, republish, display, post, transmit, resell for profit, or distribute the Services or any part of the Services in any form by any means (in whole or in part); (e) remove or alter any proprietary notice or legend regarding our proprietary rights in the Services; (f) use or access the Services in violation of export laws and regulations of the United States of America; (g) transmit any worms or viruses or any code of a destructive nature on or through the Services or introduce software or automated agents to the Services, generate automated messages, or strip or mine data from the Services; (h) use the Services or any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent; (i) access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers; (j) attempt to probe, scan or test the vulnerability of any our system or network or breach any security or authentication measures; (k) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Services or content; (l) attempt to access, copy, monitor or search the Services or content or download content from the Services through the use of any engine, software, tool, program, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third-party web browsers; (m) use any meta tags or other hidden text or metadata utilizing a trademark, logo URL or product name of ours without our express written consent; (n) use the Services or content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms of Service; (o) forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or content to send altered, deceptive or false source-identifying information; (p) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or content; (q) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; (r) collect or store any personally identifiable information from the Services from other users of the Services without their express permission or transmit, store, or process health information subject to United States Health Insurance Portability and Accountability Act of 1996 and associated regulations, except as permitted by an executed Business Associate Agreement; (s) use the Services in any way that: (i) violates any applicable law or regulation; (ii) accesses or copies any data or information of other users; (iii) interferes with or disrupts the integrity or performance of the Services or the information contained therein; (iv) abuses, intimidates, harasses, threatens or interferes with another user’s use of the Services; (v) interferes with, disrupts or creates an undue burden on the Services or the networks or services connected to the Services or (vi) is otherwise not permitted by these Terms of Service; or (t) encourage or enable any other individual (including, but not limited to, your end users) to do any of the foregoing (a) through (s).
You agree that you will not attempt to interrupt the operation of our Services in any way. You will not impersonate any person or entity, or misrepresent your affiliation with a person or entity, or misrepresent the origin of any information that you provide to us. You agree to comply with all applicable laws and regulations in your use of the Services. Possible evidence of use of this Services for illegal purposes may be provided to law enforcement authorities.
You shall not disclose to any third party any of our Confidential Information, and you shall not be permitted to use our Confidential Information for any purpose other than for testing or using our Service in accordance with our written instructions. “Confidential Information” shall mean any non-public information or materials provided by us in connection with the Service. You shall use the same standard of care to safeguard our Confidential Information as you use to protect your own same or similar confidential information (but in no event less than a reasonable degree of care).
The foregoing restrictions around Confidential Information do not apply to any information that: (i) is publicly disclosed (except to the extent due to your acts or omissions), (ii) is already lawfully in your possession prior to disclosure and not subject to a confidentiality obligation to us, (iii) becomes known to you from a third party having no obligation of confidentiality, or (iv) is independently developed by you without reference to our Confidential Information. You shall be permitted to disclose Confidential Information to the extent legally required; provided, however you shall provide us with prior notice to the extent legally permissible.
Intellectual Property; Customer Data
We and our successors or assigns (or its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Service (including, but not limited to, all related software, source code, and any educational materials made available by us through the Service) and any enhancements, modifications and/or derivative works thereto. You hereby grant us all right, title and interest in and to any suggestions, concepts, code, inventions, processes, content, works of authorship, ideas, enhancement requests, derivative works, feedback, recommendations or information provided by you or any other party relating to the Service. Our name, logo, and the product names associated with the Service are trademarks of us or our affiliated companies, and no right or license is granted to use them. We reserve all rights not expressly granted in and to the Service. Other than expressly permitted herein, you agree to not engage in the use, copying, or distribution of any of the Service. To the limited extent necessary to perform the Services, you hereby grant to us and our subcontractors, on a royalty-free basis, the right to copy, distribute, perform, display, create derivative works and otherwise use any data and documents provided by you and any of your users in connection with the Services, including, but not limited to Customer Data. You hereby represent, warrant and covenant to have been effectively granted all necessary rights (subject to applicable federal and state privacy laws and regulations) by your customers, users and all affected third parties which are necessary for the foregoing license grant. “Customer Data” means materials submitted, stored, sent or received via the Services by you or your end users
We may use de-identified Customer Data for product development, research, or other purposes. De-identified Customer Data will have all direct and indirect personal identifiers removed. Such personal identifiers includes, but is not limited to, name, ID numbers, date of birth, demographic information, location information, and school ID. Furthermore, we will not attempt to re-identify de-identified Customer Data.
If you are a copyright owner or an agent of a copyright owner and believe content on our Service infringes your copyrights, please contact us at firstname.lastname@example.org pursuant to the Digital Millennium Copyright Act, including by providing all relevant information.
Our Services may provide links to other third-party websites. Our decision to link to a third-party website is not an endorsement of the content, products or services in the third-party website. We do not control these third-party websites and expressly disclaim any responsibility for the content, the accuracy of the information and any products or services available on the third-party websites. We have not investigated or monitored the third-party websites for accuracy or completeness. The third-party websites may have different privacy policies and security standards than our Services.
We may suspend or terminate your use of or access to the Services at any time in our sole and absolute discretion. We reserve the right to suspend or terminate anyone for any reason. A suspension or termination may result in the permanent deletion of your information or other previously available content. In the event of a termination of these Terms of Service, any of our rights hereunder will survive such termination, and the following clauses shall expressly survive such termination “Confidential Information”, “Intellectual Property”, “Indemnification”, “Disclaimer of Warranties”, “Limitation of Liability”, “Governing Law”, “Severability”, “Changes” and “Entire Agreement”.
You agree to indemnify, defend (subject to our right, in its sole discretion, to assume exclusive defense and control), and hold harmless us, our service providers, consultants, officers, directors, employees, contractors, and advisors from and against all claims, losses, liability, expenses, damages, judgments, awards, and costs (including reasonable attorney’s fees), related to or arising from (i) any breach of these Terms of Service, (ii) your use or misuse of any material or information posted, provided, transmitted, or otherwise made available by you or by us, or (iii) your access or use of the Services.
We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting us in our defense of such matter.
Disclaimer of Warranties
USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH. ALL INFORMATION, PRODUCTS, OR SERVICES CONTAINED ON OR PROVIDED THROUGH THE SERVICES, IF ANY, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR CONDITIONS. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT ANY OBLIGATION, TO CORRECT ANY ERROR OR OMISSIONS IN ANY PORTION OF OUR SERVICES, WITH OR WITHOUT NOTICE TO YOU.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THESE INCLUDE, BUT ARE NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE SERVICES WILL BE FREE OF VIRUSES, MALWARE, OR OTHER DESTRUCTIVE CODE. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR SMART PHONE, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY AS TO THE SECURITY, RELIABILITY, AVAILABILITY, ACCURACY, QUALITY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS, OR SUITABILITY OF THE SERVICES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation of Liability
IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, DIRECT DAMAGES, OR PERSONAL INJURY, WRONGFUL DEATH, LOSS OF GOODWILL, LOSS OF USE, EMOTIONAL DISTRESS, LOSS OF PROFITS, LOSS OF REVENUE, INTERRUPTION OF SERVICE, OR LOSS OF DATA, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, RELIANCE ON, OR THE INABILITY TO USE, THE SERVICES. WE WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.
TO THE EXTENT ANY OF THE ABOVE LIMITATIONS OF LIABILITY ARE RESTRICTED BY APPLICABLE FEDERAL, STATE, OR LOCAL LAW, SUCH LIMITATIONS WILL NOT APPLY TO THE EXTENT OF SUCH RESTRICTIONS.
We may assign these Terms of Service at any time, including, without limitation, to any parent, subsidiary, or any affiliated entity, or as part of the sale to, merger with, or other transfer of our association to another entity. You may not assign, transfer or sublicense these Terms of Service to anyone else and any attempt to do so in violation of this section shall be null and void.
These Terms of Service shall be governed by the laws of the State of Connecticut applicable to contracts made and performed there, without regard to its conflict of laws principles. You agree that the state and federal courts located in New Haven County, Connecticut shall be the sole and exclusive venue for any legal action or proceeding between you and us for any purpose concerning these Terms of Service. You waive any jurisdictional, venue, or inconvenient forum objections to such courts. Any cause of action or claim you may have with respect to these Terms of Service must be commenced within one (1) year after it arises, except to the extent such limitation is not enforceable.
If any provision of these Terms of Service is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect the effectiveness or validity of any provision in any other jurisdiction, and these Terms of Service will be reformed, construed and enforced in such jurisdiction as if such provision had never been contained herein. Any headings or titles herein are for convenience only.
We may, without advance notice, supplement or change these Terms of Service at any time. Any changes made to these Terms of Service will be effective as soon as we post them on the Services. By accessing the Services, you agree to be bound by these Terms of Service as posted on the Services at the time of your access or use. It is your sole responsibility to review these Terms of Service each time you access or use the Services so that you are aware of any changes to these Terms of Service. If any change to these Terms of Service is not acceptable to you, your sole remedy is to cease using the Services.
Except to the extent you have a signed written agreement with us, these Terms of Service (including the Privacy Statement) constitute the entire agreement between you and us with respect to the Services, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written. You will fully comply with any third party terms which may apply in connection you’re your use of the Services. You agree that no joint venture, partnership, agency or employment relationship is created between us in connection with these Terms of Service.