Effective date: January 10 2020
Welcome, and thank you for your interest in Mathchops, LLC, a Delaware limited liability company ("Mathchops" or "We" or "Us"), which operates the website found at mathchops.com and online service (collectively, the "Website"). The following Terms of Service ("Terms") are a legal contract between you ("you") and Mathchops regarding your use of the Website. Visitors and users of the Website are referred to individually as "User" and collectively as "Users".
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. MATHCHOPS DOES NOT KNOWINGLY COLLECT OR SOLICIT ANY INFORMATION FROM ANYONE UNDER THE AGE OF 13 OR KNOWINGLY ALLOW SUCH PERSONS TO REGISTER FOR THE SERVICE. THE SERVICE AND ITS CONTENT ARE NOT DIRECTED AT CHILDREN UNDER THE AGE OF 13. IN THE EVENT THAT WE LEARN WE HAVE COLLECTED PERSONAL INFORMATION FROM A CHILD UNDER AGE 13 WITHOUT PARENTAL CONSENT, WE WILL DELETE THAT INFORMATION AS QUICKLY AS POSSIBLE. IF YOU BELIEVE THAT WE MAY HAVE ANY INFORMATION FROM OR ABOUT A CHILD UNDER 13, PLEASE CONTACT US.
THE WEBSITE IS NOT AVAILABLE TO (A) ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE WEBSITE BY MATHCHOPS 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 the Website by Mathchops; (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.
1.1 Account. In order to use certain features of the Website, you must register for an account. You must create a password in connection with your account. It is your responsibility to maintain the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Mathchops at all times will be true, current and complete. You also agree that you will update your account from time to time to ensure that this information is accurate 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 or password), then please immediately notify Mathchops at email@example.com. You may be liable for the losses incurred by Mathchops or third parties due to any unauthorized use of your Website account.
1.2 Child User. Children under the age of 13 are not permitted to purchase or enroll in Mathchops services. Should a child under the age of 13 seek to create and register an account with Mathchops, a Parent User will be required to create and register an account for the Website.
1.3 Parental Registration. Mathchops requires an email of a guardian or parent of any Child User who wishes to access Mathchops' services. IF YOU REGISTER, APPROVE THE REGISTRATION OF, OR OTHERWISE ASSUME RESPONSIBILITY FOR ANY CHILD USER, YOU REPRESENT AND WARRANT THAT YOU ARE SUCH CHILD USER'S LEGAL PARENT OR GUARDIAN AND YOU AGREE TO BE BOUND BY THE TERMS ON BEHALF OF SUCH CHILD USER, INCLUDING WITHOUT LIMITATION BEING LIABLE FOR ALL USE OF THE WEBSITE BY THE CHILD USER. Mathchops 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 MATHCHOPS CANNOT GUARANTEE THE ACCURACY OF ANY INFORMATION SUBMITTED BY ANY USER AND MATHCHOPS IS NOT OBLIGATED TO VERIFY THE IDENTITY OF ANY USER, INCLUDING ANY USER'S CLAIM TO BE A PARENT OF A CHILD USER, OR TO VERIFY THAT A PARENT IDENTIFIED BY A CHILD USER DURING REGISTRATION IS SUCH CHILD USER'S ACTUAL PARENT OR GUARDIAN. A Child User account may be terminated by Mathchops at any time and without warning for any failure to abide by these Terms.
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 (the "Guidelines"). All such Guidelines are hereby incorporated by reference into the Terms.
Mathchops reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. Please check the Terms and any Guidelines periodically for changes. Your continued use of the Website after the posting of changes constitutes your binding acceptance of such changes. For any material changes to the Terms, Mathchops will make reasonable effort to provide notice to you of such amended Terms, such as by an email notification to the address associated with your account or by posting a notice on the Website. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.
It is Mathchops' policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. All inquiries regarding a User account or Mathchops services should be directed to: firstname.lastname@example.org. Mathchops will promptly terminate your access to the Website without notice if you are determined by Mathchops to be a "repeat infringer." A repeat infringer is a User who has been notified by Mathchops of infringing activity violations more than twice.
6.1 Proprietary Materials. The Website is owned and operated by Mathchops. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), software, services, content, educational videos and exercises, and all other elements of the Website (the "Website Materials") are protected by United States and international copyright, patent, and trademark laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. Except as otherwise set forth in this Section 6, all Website Materials, and all trademarks, service marks, and trade names, contained on or available through the Website are owned by or licensed to Mathchops, and Mathchops reserves all rights therein and thereto not expressly granted by these Terms.
6.2 Licensed Educational Content. Mathchops may make available on the Website certain supplementary materials (for example, videos) that are owned by Mathchops (the "Licensed Educational Content"). Mathchops grants to you a non-exclusive, non-transferable right to access and use the Licensed Educational Content as made available on the Website by Mathchops solely for your personal and noncommercial purposes. Unless expressly indicated on the Website that a particular item of Licensed Educational Content is made available to Users under alternate license terms, you may not download, distribute, sell, lease, modify, or otherwise provide access to the Licensed Educational Content to any third party.
6.3 Non-Commercial Use. 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 any commercial purpose, commercial advantage or private monetary compensation, unless otherwise previously agreed in writing by Mathchops.
YOU AGREE NOT TO:
7.1 use the Website for any commercial use or purpose unless expressly permitted by Mathchops in writing, it being understood that the Website and related services are intended for personal, non-commercial use only;
7.2 except as expressly permitted under Section 6, rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses for any Website Material.
7.3 post, upload, or distribute any defamatory, libelous, or inaccurate content or any other content;
7.4 post, upload, or distribute any 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;
7.5 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Website accounts of others without permission, or perform any other fraudulent activity;
7.6 delete the copyright or other proprietary rights notices on the Website or on any Licensed Educational Content;
7.7 assert, or authorize, assist, or encourage any third party to assert, against Mathchops or any of its affiliates or licensors any patent infringement or other intellectual property infringement claim regarding any content you have used or otherwise made available on or through the Website;
7.8 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Website (including, but 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);
7.9 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;
7.10 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;
7.11 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Website or Licensed Educational 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 or Licensed Educational Content;
7.12 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;
7.13 modify, adapt, translate or create derivative works based upon the Website or any part thereof, except and only to the extent expressly permitted by Mathchops herein or to the extent the foregoing restriction is expressly prohibited by applicable law; or
7.14 intentionally interfere with or damage operation of the Website or any user's enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks or by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
The Website may include links or references to other websites or services solely as a convenience to Users ("Reference Sites"). Mathchops does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. 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.
10.1 Termination by Mathchops. Mathchops, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof), including but not limited to failure to pay the User Fee. Failure to complete timely payment (or credit card payments being declined) may result in the discontinuation of services. Mathchops may terminate your use of the Website and remove and discard all or any part of your account and profile at any time. Mathchops 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 Mathchops 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 Mathchops may have at law or in equity.
10.2 Termination by You. Your only remedy with respect to any dissatisfaction with (i) the Website, (ii) any term of these Terms of Service, (iii) any policy or practice of Mathchops in operating the Website, or (iv) 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 contacting Mathchops at email@example.com, requesting termination of your account, and discontinuing use of any and all parts of the Website.
10.3 Cancellations & Refunds. Refunds are not available once the user has completed the activities and programs related to the given curriculum have ended. In no event may a refund exceed the amount that Mathchops received for the Program. Users may request a full-refund within 5-days of purchase of Mathchops services.
User agrees to indemnify, defend, and hold harmless Mathchops, its affiliated companies, contractors, employees, agents, attorneys and its third-party suppliers, licensors, and partners ("Mathchops Indemnitees") from any claims, losses, damages, liabilities, and expenses (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 User associated with you if you are a Parent User. Mathchops reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Mathchops, and you agree to cooperate with Mathchops' defense of these claims. Mathchops will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
THE WEBSITE, AND ALL DATA, INFORMATION, SOFTWARE, WEBSITE MATERIALS, 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. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MATHCHOPS, AND ANY AFFILIATES AND LICENSORS, DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MATHCHOPS OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
MATHCHOPS, AND ANY SUPPLIERS, LICENSORS, AND AFFILIATES, DO NOT WARRANT THAT THE WEBSITE OR ANY DATA, USER CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, WEBSITE MATERIALS, SOFTWARE, OR DATA THROUGH THE WEBSITE (INCLUDING THROUGH ANY API'S) IS 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 THEREFROM.
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.
THE GAMES AND QUIZZES ON MATHCHOPS ARE FOR EDUCATIONAL PURPOSES ONLY. THEY ARE NOT ACTUAL CONTESTS. THE USERS/PLAYERS OF THESE GAMES/QUIZZES ARE NOT ENTITLED TO A PRIZES, MONEY, OR REWARDS OF ANY KIND.
13.1 UNDER NO CIRCUMSTANCES, WILL MATHCHOPS OR ANY OF ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, ATTORNEYS OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, 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 PROFITS, LOSS OF DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE WEBSITE OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH MATHCHOPS, EVEN IF MATHCHOPS OR A MATHCHOPS 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, MATHCHOPS' LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT WILL MATHCHOPS' OR ITS AFFILIATES', CONTRACTORS', EMPLOYEES', AGENTS', ATTORNEYS' 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 OF SERVICE 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 ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
YOU ACKNOWLEDGE AND AGREE THAT MATHCHOPS HAS OFFERED THE WEBSITE AND ENTERED INTO THE TERMS IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MATHCHOPS, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND MATHCHOPS.
14.1 Notice. User consents to service of any notices including legal notices and notices regarding changes to the Terms, by email, regular mail, postings on the Website, or other reasonable means. Notice will be deemed given twenty-four hours after email is sent, unless Mathchops 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.
14.2 Waiver. The failure of Mathchops 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 Mathchops.
14.3 Governing Law, Jurisdiction and Venue. These Terms shall be governed by, and construed and interpreted in accordance with the laws of the State of New York, without regard to such State's principles of conflict of laws. Notwithstanding any requirement to arbitrate claims contained herein, the parties agree to submit to the personal jurisdiction of the courts located within New York County, New York, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purposes of pursuing injunctive relief (relating to any alleged violations or threatened violations by the User of Mathchops confidentiality, non-solicitation or non-disparagement provisions) or enforcement of the arbitration agreement or enforcement of any resulting arbitration award arising out of or relating to these Terms. Notwithstanding the provision with respect to applicable substantive law herein, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act, 9 U.S.C. section 1-16.
14.4 Arbitration. User agrees that any controversy or claim, whether preexisting, present or future, arising out of, or relating to these Terms, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreement or any related purchases, including but not limited to, claims for breach of any contract or covenant whether express or implied, tort claims, and claims for violation of any federal, state or local law, statute, regulation or ordinance shall be submitted for binding arbitration in the County of New York, State of New York, to the American Arbitration Association (the "AAA") and shall be settled by binding arbitration in accordance with the rules of the AAA, to be settled by binding arbitration in accordance with the Commercial Arbitration Rules (as modified) of the American Arbitration Association. The number of arbitrators shall be three. The place of arbitration shall be New York, New York. Judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy. Nothing in this Section precludes User from seeking injunctive relief in court in connection with any claim it might have for violations of any other provision of these Terms, including the confidentiality, non-solicitation and non-disparagement provisions. USER UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, IT IS EXPRESSLY WAIVING ANY RIGHT THEY MAY OTHERWISE HAVE, UNDER FEDERAL, STATE OR LOCAL LAWS, TO FILE OR PURSUE ANY DISPUTE IN COURT THAT COULD BE ARBITRATED UNDER THIS AGREEMENT. THIS WAIVER INCLUDES ANY RIGHT USER MAY HAVE TO HAVE USERS'S CLAIMS TRIED BEFORE A JURY AND APPLIES TO USER BOTH DURING AND AFTER THIER RELATIONSHIP WITH US. USER ACKNOWLEDGES THAT USER HAS READ AND UNDERSTANDS THE TERMS OF THIS AGREEMENT AND THAT USER IS KNOWINGLY AND VOLUNTARILY AGREEING TO SUCH TERMS AS A CONDITION OF USERS'S ACCEPTING OUR SERVICES. Notwithstanding the foregoing, either party may immediately bring a proceeding seeking preliminary injunctive relief in a court having jurisdiction thereof which shall remain in effect until a final award is made in the arbitration.
14.5 If an arbitration, or action at law or in equity is necessary to enforce or interpret the terms of these Terms, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.
14.6 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.
14.7 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Mathchops' prior written consent, but may be assigned by Mathchops without consent or any restriction. Any assignment attempted to be made in violation of the Terms shall be null and void.
14.8 Survival. Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 4 through 6, and 7 through 14.
14.9 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.
14.11 Disclosures. The Website is hosted in the United States, and the services provided hereunder are offered by Mathchops: 27 Fraser Street, Pelham, NY 10803, firstname.lastname@example.org.