Last updated: August 12, 2019
Welcome, and thank you for your interest in KnowRe Americas, Inc. (“Knowre”, “we”, or “us”) and our web site at knowre.com (the “Site”), as well as all related web sites including but not limited to knowreapp.com and knowremath.com (“Knowre Math”), embeddable widgets, downloadable software, mobile applications (including tablet applications), and other services provided by us and on which a link to these Terms and Conditions is displayed (collectively, together with the Site, our “Service”). These Terms and Conditions are a legally binding contract between you and Knowre regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY CLICKING “I ACCEPT” DURING THE SIGNUP PROCESS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (COLLECTIVELY, THESE “TERMS”). If you are not eligible, or do not agree to these Terms, then please do not use the Service.
Arbitration NOTICE. Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND KNOWRE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 17.)
1. Knowre Service Overview. The Service is a cloud-based adaptive learning program for K-12 mathematics. The Service utilizes a proprietary technology to assess a student’s strengths and weaknesses, algorithmically creates a personalized curriculum targeting that individual’s gaps in learning, along with engaging students through gamified learning and beautiful graphics. Through its Teacher Dashboard, the Service provides schools and school districts with data on each student’s progress and highlights where an individual, or the entire class, may be struggling. The Service’s flexibility allows schools and school districts to use the program in a variety of ways – from core to supplemental, from remediation to enrichment. The Service’s mission is to provide the most personalized and engaging learning experience to students around the world – while innovation may be at the heart of a society’s growth, education lies at the heart of innovation.
2. Eligibility. By agreeing to these Terms, you represent and warrant to us: (i) that you have not previously been suspended or removed from the Service; (ii) that your registration and your use of the Service is in compliance with any and all applicable laws and regulations; and (iii) that all registration information you submit is accurate and truthful, including the school code that you use to register for the Service. If you are using the Service on behalf of an entity, organization, company, or school or school district, the individual accepting these Terms on your behalf represents and warrants that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms.
3. User Accounts and Registration. To access the Service, you must register for an account with the school code or class code provided by your school or school district. When you register for an account, you may be required to provide us with some information about yourself and the school or class with which you use the Service. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You or the individual supervising your use of the Service are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org.
4. Trial Period. A school or school district may request a free trial subscription to the Service (“Trial Period”). Any Trial Period permitted by Knowre is also subject to these Terms. The Trial Period will end automatically unless a purchase order is received prior to expiration of the Trial Period.
5. Payment. If you are a school or school district, you may be required to pay a subscription fee (excluding any permitted Trial Period) in order for Authorized Users to access the Service, or access certain features of the Service. Before you are required to pay any fees, you will have an opportunity to review and accept the applicable fees that you will be charged, including any periodic charges. All fees are in U.S. Dollars and are non-refundable. In order for Knowre to either charge the payment method you specify at the time of purchase, or invoice you for your selection, we require a purchase order to be issued. You authorize Knowre to charge all sums described herein to such payment method. Payment of any invoice is due within 30 days after the date of the invoice. Knowre may change the fees for the Service, or the fees for any feature of the Service, at any time, and upon your renewal of your subscription or other subsequent purchase of any service from Knowre, you will be charged the applicable then-current fees.
6. License. Subject to your complete and ongoing compliance with these Terms, Knowre grants you, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service. In connection with your use of the Service, you will comply with all applicable laws, rules and regulations.
7. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO AND AGREE NOT TO PERMIT ANY AUTHORIZED USER TO:
a. reproduce, distribute, publicly display, or publicly perform the Service;
b. make modifications to the Service;
c. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
d. harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;
e. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
f. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
g. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
h. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
i. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 10) or any right or ability to view, access, or use any Materials; or attempt to do any of the acts described in this Section 7 or assist or permit any person in engaging in any of the acts described in this Section 7.
8. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Knowre an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to commercialize the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
10. Ownership; Proprietary Rights. The Service is owned and operated by Knowre. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (the “Materials”) provided by Knowre are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Service are the property of Knowre or our third-party licensors. Except as expressly authorized by Knowre, you may not make use of the Materials. Knowre reserves all rights to the Materials not granted expressly in these Terms.
11. Third-Party Services and Linked Websites. Knowre may provide tools through the Service that enable you to export information to third-party services, including through features that allow you to link your account on Knowre with an account on the third-party service, such as Google or Clever. Knowre may also enable you to integrate (by exporting and importing) certain of your school-related information into your Knowre account through a third-party service provider with which your school has a contractual relationship, such as a provider of a learning management system, student information system, or a digital gradebook. By using these tools, you agree that we may transfer and receive such information to and from the applicable third-party service. Such third-party services are not under our control, and we are not responsible for their use of your exported or imported information. The Service may also contain links to third-party websites. Such linked websites are not under our control, and we are not responsible for their content.
12. Termination of Use; Discontinuation and Modification of the Service. Unless otherwise specified at the time of purchase, these Terms are effective beginning when you accept the Terms or access, or use, the Service, and ending when terminated as described in this Section 12. If you violate any provision of these Terms, your permission to use the Service will terminate automatically and Knowre will not be obligated to refund any fees you have paid. Additionally, Knowre, in its sole discretion may suspend your access to the Service at any time, with or without notice, if we suspect a violation of any provision of these Terms. We also reserve the right to modify or discontinue the Service at any time (including, without limitation, by limiting or discontinuing certain features of the Service) without advance notice to you. Knowre will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. You may terminate your account at any time by contacting customer service at email@example.com. If you terminate your account, you will remain obligated to pay all outstanding fees, if any, relating to your use of the Service incurred prior to termination. Upon the termination of these Terms, Knowre will have no obligation to store, maintain or permit retrieval of any of your Data.
13. Modification of these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. The “Last Updated” date at the top of this page indicates when these Terms and Conditions were last revised. Please check these Terms periodically for changes. In the event that a change to these Terms materially modifies your rights or obligations, you will be asked to accept such modified terms in order to continue to use the Service. Material modifications will be effective upon your acceptance of such modified Terms. Immaterial modifications are effective upon publication. For the avoidance of doubt, disputes arising under these Terms will be resolved in accordance with these Terms in effect that the time that either Knowre or you receives written notice of the dispute.
14. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Knowre and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Knowre Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (i) your unauthorized use of, or misuse of, the Service; (ii) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (iii) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (iv) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
15. Disclaimers; No Warranties.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. KNOWRE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. KNOWRE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND KNOWRE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR KNOWRE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE KNOWRE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Knowre does not disclaim any warranty or other right that Knowre is prohibited from disclaiming under applicable law.
16. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE KNOWRE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY KNOWRE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. EXCEPT AS PROVIDED IN SECTION 17.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE KNOWRE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO KNOWRE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
17. Dispute Resolution and Arbitration.
17.1. Generally. In the interest of resolving disputes between you and Knowre in the most expedient and cost effective manner, and except as described in Section 2 and 17.3, you and Knowre agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Knowre ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
17.2. Exceptions. Despite the provisions of Section 1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
17.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending a letter to Knowre Americas, Inc., Attention: Legal Department – Arbitration Opt-Out, Knowre Americas, Inc., 205 E 42nd St, Floor 20, New York, NY 10017 that specifies: your full legal name, the email address associated with your account on the Service, your school code or class code, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Knowre receives your Opt-Out Notice, this Section 17 will be void and any action arising out of these Terms will be resolved as set forth in Section 3. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
17.4. Arbitrator. Any arbitration between you and Knowre will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at adr.org, by calling the AAA at 1-800-778-7879, or by contacting Knowre. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
17.5. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Knowre’s address for Notice of Arbitration is: Knowre Americas, Inc., 205 E 42nd St, Floor 20, New York, NY 10017. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Knowre may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Knowre must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Knowre in settlement of the dispute prior to the award, Knowre will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
17.6. Fees. If you commence arbitration in accordance with these Terms, Knowre will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Knowre for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
17.7. No Class Actions. YOU AND Knowre AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Knowre agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
17.8. Modifications to this Arbitration Provision. If Knowre makes any future change to this arbitration provision, other than a change to Knowre’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Knowre’s address for Notice of Arbitration, in which case your account with Knowre will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
17.9. Enforceability. If Section 7 or the entirety of this Section 17 is found to be unenforceable, or if Knowre receives an Opt-Out Notice from you, then the entirety of this Section 17 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.3 will govern any action arising out of or related to these Terms.
18.2. Government Rights. If the Service is accessed or used by any agency or other part of the U.S. Government, the U.S. Government acknowledges that Knowre provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Knowre to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
18.3. Governing Law. These Terms shall be governed by the laws of the State of New York without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted under this Agreement, you and Knowre agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York for the purpose of litigating all such disputes. We operate the Service from our offices in New York, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
18.4. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
18.5. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the
18.7 Contact Information. The Service is offered by Knowre Americas, Inc., located at 205 E 42nd St, Floor 20, New York, NY 10017. You may contact us by sending correspondence to the foregoing address or by emailing us at firstname.lastname@example.org. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms.
18.8. International Use. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.