Terms of Use

These Terms of Use (the "Agreement") are a legal agreement between you ("you," "user," "Teacher," "District or School Employee," "Parent," or "Student") and moozoom Inc. dba Schoolbeat, including any affiliated entity (hereinafter designated as "Schoolbeat," "we," "our," or "us"), having its head office at 295, Madison Avenue, 12th Floor, New York, NY, 10017.

Please read these Terms of Use carefully before using the Services (as herein defined) offered by Schoolbeat, which owns and operates the Product and Website (as herein defined). BY REGISTERING TO USE THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. If you do not unconditionally agree to all the terms and conditions of this Agreement, you have no right to access or use the Services. Use of the Services is expressly conditioned upon your assent to all the terms and conditions of this Agreement, to the exclusion of all other terms. If the terms of this Agreement are considered an offer, acceptance is expressly limited to such terms.

PLEASE NOTE: IF YOU ARE UNDER THE AGE OF 18, YOU MUST HAVE YOUR PARENT OR GUARDIAN REVIEW AND AGREE TO THE TERMS OF USE BELOW. IF YOUR PARENT OR GUARDIAN DOES NOT READ AND AGREE TO THESE TERMS, YOU DO NOT HAVE PERMISSION TO USE THE SERVICES.

Thank you for your interest in using Schoolbeat's Services. This agreement contains both terms that apply to you as a general user of the Services, as well as terms that may apply to you as a specific type of user of the Services, including Teacher, District or School Employee, Parent, or Student.

By using our Services, you represent and warrant to Schoolbeat that:

• You are an individual and not a corporation;
• You are at least 18 years of age or, if you are not at least 18 years of age, your parent or legal guardian has reviewed and agreed to this Agreement on your behalf;
• You are either a Teacher in a classroom setting, a District or School Employee, a Parent (or legal guardian) who wishes to use the Services, or a Student who wishes to use the Services;
• All registration information you submit is accurate and truthful;
• You will maintain the accuracy of such information; and
• If you are accepting this Agreement on behalf of an institution, company, or other legal entity, you have the authority to bind that institution, company, or legal entity to this Agreement. You also certify that you are legally permitted to use and access the Services and you take full responsibility for the selection, use of, and access to the Services.

This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

1. Definitions

1.1 "Consent" shall mean advance written consent from all parents whose children will be accessing the Services;

1.2 "Content" shall mean all videos, activities and lessons displayed or performed as part of the Services, including but not limited to Students Submissions, data, text, graphics, articles, photographs, images, videos, animations, illustrations, voice over and music;

1.3 "COPPA" shall have the meaning ascribed to it in paragraph 4.1.3;

1.4 "Data Resale Activity" means any activity where data obtained from the Services is sold, licensed, rented, or otherwise commercialized to third parties.

1.5 "GDPR" means the General Data Protection Regulation (EU) 2016/679.

1.6 "Initial Subscription Period" shall mean the initial period (of such number of months) during which you will have access to the Services from the date you subscribed to the Subscription Plan for the first time.

1.7 "Institution" shall mean a school district, a school or any other institution regrouping one or many Users;

1.8 "Licensed Class" shall mean one or many Students grouped granted access to the Content under one User's profile.

1.9 "Parent(s)" shall be defined as:

• the lawful and natural father or mother of a minor,
• the lawfully adoptive father or mother of a minor, or
• the legal guardian of a minor.

who is student in a Licensed Class;

1.10 "Paid Content" shall mean the Content accessible with a Subscription Plan;

1.11 "Payment Method" shall mean the payment method selected by the User upon initiating this Agreement, and may be changed at any point thereafter, but must be one of the methods currently offered by Schoolbeat in its sign-up process, which may change from time to time;

1.12 "Privacy Policies" shall mean Schoolbeat's current Product and Website Privacy Policies, as amended, supplemented, restated, and/or updated from time to time.

1.13 "Renewal Subscription Period" shall mean the one (1) month or twelve (12) months period during which you will have access to the Services if your Subscription Plan is renewed pursuant the provisions of Section 11 herein;

1.14 "Services" shall mean the Website and domain name, all other websites and domain names affiliated with Schoolbeat and any other linked pages, features, content or application services offered from time to time by Schoolbeat, and shall include, without limitation, any service Schoolbeat performs for you and the Content offered by Schoolbeat on the Website, via a iOS app, a Android app or any other platform, as the case maybe;

1.15 "SEL" shall mean social and emotional learning;

1.16 "Students" shall mean any person under 18 years old registered in a Licensed Class;

1.17 "Student License" shall mean the non-transferrable and non-refundable license purchased pursuant to which a single named Student is providing full or partial access to the Content during the Subscription Period.

1.18 "Students Submissions" shall mean any information provided by Students in connection with the Services, and accessible to Users, such as answers given during activities or interactive choices made during the videos;

1.19 "Subscription Period" shall mean the Initial Subscription period or the Renewal Period, as the case may be.

1.20 "Subscription Plan" shall mean any of the annual or monthly subscription plan to which you have subscribed to for such number of Student Licenses, and pursuant to which you are granted access to the Services associated with your subscribed plan;

1.21 "User" shall mean a teacher, an educator, a counsellor, a school, a school board or any other person holding an Schoolbeat user account;

1.22 "User ID" shall mean the password and user name for the use of the Services selected by the User;

1.23 "User License" shall mean the non-transferrable license granted to a User and pursuant to which he has access to full or part of the Content during the Subscription Period.

1.24 "Validation Code" shall mean the code remitted to a User and granting access to the Content for the duration of the Subscription Plan;

1.25 "Website" shall mean the Schoolbeat.io website and any related websites and apps including the iOS app and Android app.

2. Ownership of and Access to the Services

2.1 The Services are owned and operated by Schoolbeat.

2.2 Schoolbeat and all content, features, and functionality of the Services (including but not limited to software, text, graphics, logos, images, and audio/visual content) are owned by Schoolbeat or its content suppliers and are protected by copyright, trademark, and other intellectual property laws.

2.3 Schoolbeat grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services solely for the purposes for which they are intended and as authorized by Schoolbeat. This license is personal to you and may not be resold, sublicensed, or commercialized.

2.4 Schoolbeat may change, suspend or discontinue all or any part of the Services at any time, may impose limits on certain features and services, or restrict your access to parts or all of the Services without notice or liability.

2.5 Schoolbeat reserves the right, in its sole discretion, to modify this Agreement at any time by sending you a notice in advance via email, as outlined in the Privacy Policies. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services or the Website following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

2.6 You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, software, projection equipment, internet access and telephone service, and shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.

2.7 User ID and password must be kept confidential at all times. It is your responsibility to ensure that Users are not sharing User ID and Password to anyone. As well, you agree not to issue Student or parent access in an insecure manner.

3. Scope of License

3.1 Your use of the Services is limited to the Licensed Classes for which you have purchased licenses. You may not use the Services for any other purpose or on behalf of any other individual or organization without Schoolbeat's written consent.

3.2 Access is granted only to individuals who have been validly enrolled or authorized by your school or district and only for those students who have valid Student Licenses.

3.3 You agree not to:

• Transfer, sell, sublicense, or commercialize your subscription rights to any third party;
• Reverse engineer, decompile, or attempt to discover the underlying code or functionality;
• Scrape, crawl, or harvest data from the Services for competitive purposes or benchmarking;
• Grant unauthorized third-party access to the Services;
• Use the Services to create competing educational products or services;
• Resell, license, or commercialize any data, content, or output obtained through the Services;
• Engage in any "Data Resale Activity".

Violation of these restrictions constitutes a material breach of this Agreement and may result in immediate termination of your access without notice or liability.

4. Your Role

4.1 Role as User:

4.1.1 You acknowledge that as a User you will be responsible for granting access to the Services to the students in a Licensed Class. You agree that access to the Services will not be granted outside yourself, the students in the Licensed Class, their Parents, and the administration of the school you are employed by (if applicable).

4.1.2 You acknowledge and agree to supervise students' access to the Services in order to ensure that the Services will be used in accordance with the present Terms of Use;

4.1.3 All Student Submissions must comply with the requirements of all applicable privacy and security laws, including, but not limited to, COPPA, Family Educational Rights and Privacy Act (FERPA), and applicable State laws in the United States; applicable Provincial and Territorial laws in Canada; and the General Data Protection Regulation in the European Union.

4.1.4 You hereby grant to Schoolbeat a non-exclusive, royalty free, perpetual, and revocable right to use Student Submission(s) within the Services in respect of our Privacy Policies.

4.1.5 As a User, you are responsible to monitor and manage all Student's Submissions. Schoolbeat does not monitor or manage Student's Submissions and is not responsible in any way to react to any information that Student's Submissions may contain.

4.1.6 As a User, you may be granted, by your school administrator, a multi-class access allowing other Users to access your Licensed class and your Students account, or allowing you to access other Users Licensed class and their students account. You agree not to share any of the information of the other Licensed class with anyone that was not expressly given access to this Licensed class.

4.1.7 As a User, sensitive information may be shared with you by Students in connection with one or many of the activities. Therefore:

a) It will be your sole responsibility, at the complete discharge of Schoolbeat, to diligently access Student's Submissions and read the information it may contain, and as required, consult a school administrator and to take appropriate measures, such as informing the parents and/or refer the student to another member of staff (psychologist or special education teacher).

b) You agree to be solely responsible for any damage or loss to any party resulting from one of your Licensed class student's emotional distress or more generally your Students reactions using Schoolbeat's platform. Under no circumstances will Schoolbeat be liable in any way for any damage or loss of any kind incurred in connection with use of or exposure to any Content made available via the Services, including, but not limited to, any errors or omissions in any Content, and emotional distress resulting from Students accessing the Content.

4.1.8 Schoolbeat offers to Students and Users the opportunity to access the Content with the purpose of helping Students develop SEL skills. You agree that your students' SEL skills development will depend on multiple factors, such as each Student cognitive capacities, your capacity to implement SEL in your Licensed Class on a regular basis, and repetitive occasions for Students to integrate learnings in their everyday lives. You, not Schoolbeat, will be solely responsible for your Students' SEL skills development efficiency via our Services.

4.1.9 All or part of the Schoolbeat Content may not be suitable for children under 6 years old, children affected by a mental disorder or by a particular emotional challenge. It is your sole responsibility to monitor for each of your Licensed Classes the cognitive and/or mental health capacity or other limitations of each of your Students prior to use the Content.

4.1.10 You shall defend, indemnify and hold Schoolbeat, its parents, subsidiaries, affiliates, officers and employees harmless against any and all damages, losses, fines, costs, expenses (including attorneys' fees), claims and liabilities, asserted at any time, arising out of the use of our Services and access to the Content by your Students.

4.1.11 You acknowledge that you are responsible for the security of your User ID and agree to keep these confidential.

4.2 Role as User acting on behalf of your Institution:

4.2.1 If as a User you are subscribing to any Subscription Plan, you declare having all necessary power and authorization to act on behalf of your Institution and have your Institution to be bound by all of the terms and conditions provided in this Agreement.

4.2.2 You will ensure that every Users and Students will use the Services in full compliance with this Agreement.

5. Notice to Users in the United States Regarding COPPA and Parental Consent

5.1 Under the United States' Children's Online Privacy Protection Act (COPPA), specific requirements must be complied with when collecting personal information from children under the age of 13, except in limited situations (for exceptions to this consent requirement, please click here). Except as expressly set forth in Section 5.2 below and in our Privacy Policies, Schoolbeat does not knowingly collect such personally identifiable information from a child under the age of 13. Prior to using our Product with children under the age of 13, you agree to comply with COPPA (Children's Online Privacy Protection Act) requirements, including obtaining any parental consent.

5.2 As outlined in our Product Privacy Policy, Schoolbeat may collect certain personal information, such as a Student's first and last name, but only for the benefit of the Institution in terms of the Student's participation in using the Services for the Licensed Class and for no other commercial purpose. If such personal information is collected without parental consent or collected beyond the scope needed for participation in the Services, Schoolbeat will delete such information upon your request. If you believe that information from a student under the age of 13 has been provided in violation of these terms, please contact us at privacy@schoolbeat.io.

5.3 You acknowledge that Schoolbeat is not required to obtain consent directly from Parents under COPPA, and that Schoolbeat can presume that your authorization for the collection of Students' personal information is based upon you having obtained the Parents' consent. However, in compliance with the guidance provided by the Federal Trade Commission on the Children's Online Privacy Protection Act (COPPA) provisions, we recognize that schools and school districts may act as agents of parents and provide consent to the collection and use of student information when such information is collected solely for the use and benefit of the school and for no other commercial purpose.

6. Privacy Policy

6.1 For information regarding Schoolbeat's treatment of personally identifiable information, please review our Privacy Policies, which are hereby incorporated into this Agreement by reference.

6.2 You and Schoolbeat agree to comply with the requirements of all applicable privacy and security laws, including, but not limited to, COPPA, Family Educational Rights and Privacy Act (FERPA), and applicable State laws in the United States; applicable Provincial and Territorial laws in Canada; and the General Data Protection Regulation in the European Union.

6.3 You acknowledge and agree that, to the extent necessary to provide the Services and fulfill its duties as outlined in this Agreement, Schoolbeat may receive, collect, and process student Education Records and/or Personally Identifiable Information as a School Official with a legitimate educational interest under FERPA. Schoolbeat acknowledges and agrees that ownership of such records and/or information will remain with the school, Parent, and/or Student, as applicable.

6.4 For information regarding Schoolbeat's treatment of Personal Information / Personally Identifiable Information and other user data, please review our Privacy Policies, which are hereby incorporated into this Agreement by reference.

7. Website Content & User Submissions

7.1 The Website and Content are intended solely for the educational use of Website and may only be used in accordance with the terms of this Agreement. Content is protected by copyright and other intellectual property laws.

7.2 You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.

7.3 The Website is protected by copyright as a collective work and/or compilation under copyright laws and international conventions. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 7), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.

7.4 You may download or copy the Content (and other items displayed on the Website for download) for use within the Licensed Class only or for personal home-use only, provided that you maintain all copyright and other notices contained in such Content, but shall not store any significant portion of any Content in any form. Copying or storing of any Content other than for the purposes licensed by this document is expressly prohibited without prior written permission from Schoolbeat or from the copyright holder identified in such Content's copyright notice.

8. Restrictions

8.1 You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services.

8.2 You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any User.

8.3 Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited.

8.4 You will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services' infrastructure. Further, the use of manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website is strictly prohibited.

8.5 You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services.

8.6 You may not share your account credentials with anyone without express prior written consent of Schoolbeat.

8.7 You acknowledge and undertake not to, at any time, use your User License for the purpose of granting Content access to a Student that does not hold a valid Student License.

8.8 More generally, you may not attempt to gain unauthorized access to restricted areas of the Services, collect or track personal information about others without consent, engage in Data Resale Activity, or use the Services for commercial purposes not authorized by Schoolbeat.

9. Warranty Disclaimer

9.1 You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Schoolbeat be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

9.2 Schoolbeat has no special relationship with or fiduciary duty to you. You acknowledge that Schoolbeat has no control over, and no duty to take any action regarding: which Users or Students gain access to the Services; what Content you or Students access via the Services; what effects the Content may have on you or Students; how you or students may interpret or use the Content; or what actions you or Students may take as a result of having been exposed to the Content.

9.3 You declare that you have had the necessary explanations and the opportunity to consult the various functionalities of the Services and Website and that these are to your complete satisfaction. Schoolbeat and its suppliers expressly disclaim all guarantees of non-infringement, commercial value, fitness for a particular use, whether express, implied or legal. In addition, Schoolbeat will not be responsible for delays, interruptions, service faults and other problems inherent in the use of the Internet and electronic communications or other systems beyond its reasonable control. Schoolbeat makes no representations and offers no warranty that: (a) use of the products will be safe, prompt, uninterrupted or error-free; (b) the Services operates in combination with other hardware, software, systems or Data; (c) the Services meets your requirements or expectations; (d) all Data recorded will be accurate and reliable or that Data recorded is not lost or corrupted; (e) errors or defects will be corrected (except to the extent that Schoolbeat is notified of the error or defect, then being an obligation to take reasonable means to correct it) or (f) the Services and how it works will have no negative effect on your systems. Without limiting the generality of the foregoing, you acknowledge that the Services is a learning tool and that Schoolbeat has made no representation as to the benefits that its use could have on Students. Finally, you also acknowledge that some of the Content may be under development from time to time, and that we could deploy on the Website for testing purposes, could prove to be unusable or incomplete, which is why you exonerate Schoolbeat from all liability.

9.4 Except in the event of gross negligence, under no circumstances will Schoolbeat and/or its suppliers be held responsible for any loss of use, data or inaccurate data, failure of security mechanisms, interruption of services, delay in the services rendered, nor any indirect, punitive, special or incidental damages of any kind (including loss of profits) in relation with the Content and the Services, even if Schoolbeat has been informed of the possibility of such damages in advance. Notwithstanding any other provision to the contrary contained herein, Schoolbeat's overall liability to you is twenty Canadian dollars ($20) for free use of the Services, and is limited to the amount of your Annual Subscription Plan paid in the twelve (12) months preceding immediately the claim in all other cases.

9.5 The Services, Content, and any software are provided on an "AS IS" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the Services will be uninterrupted or error-free.

9.6 You release Schoolbeat from all liability for you having acquired or not acquired Content through the Services.

10. Registration

10.1 As a condition to using the Services, you will be required to register with Schoolbeat and select a User ID. You shall provide Schoolbeat with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account.

10.2 You may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than you without appropriate authorization.

10.3 Schoolbeat reserves the right to refuse registration of or cancel a User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password.

10.4 Schoolbeat reserves the right to change its price list for certain Services and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Notwithstanding the proceeding, a price change would not affect the price of your current Annual Subscription.

11. Subscription, Payment and Automated Renewal

11.1 Schoolbeat offers subscription access to the Services on a monthly or annual basis. Your subscription provides access to the Services associated with your Subscription Plan, and for the number of Students for which you have purchased licenses.

11.2 All subscription fees are payable in advance for the full Subscription Period, and prepayment is required before access is granted to the Services. When making your payment, you authorize Schoolbeat to charge your Payment Method with the license fee pursuant to your Subscription Plan. You acknowledge that the amount billed each month or year may vary for reasons such as price change, promotional offers, referral rewards, number of Student Licenses and/or changing your Subscription Plan, and you therefore authorize us to charge your Payment Method for such amounts, which may be billed in one or more charges.

11.3 All invoices are due upon receipt unless other payment terms have been agreed to in writing.

11.4 All fees quoted and invoiced are exclusive of applicable taxes, including but not limited to sales tax, goods and services tax (GST), harmonized sales tax (HST), value-added tax (VAT), and other governmental charges or assessments. You are responsible for paying all applicable taxes unless you provide Schoolbeat with a valid tax exemption certificate.

11.5 Your Subscription Plan will automatically renew at the commencement of each subsequent Subscription Period, unless you provide Non-Renewal Notification to Schoolbeat (email address care@schoolbeat.io) at least ninety (90) days prior to the expiration of your current Subscription Period. You agree that by cancelling your subscription, you will lose access to all of the Content that was subject to that subscription. If your subscription is cancelled, you may not re-subscribe to monthly or other shorter-term subscription plans within twenty-one (21) calendar days of cancellation.

11.6 Your Subscription Plan will renew at Schoolbeat's current pricing as of the renewal date. However, price changes will not apply retroactively to your current Annual Subscription Period. Price changes affecting renewal will be communicated to you at least thirty (30) days prior to renewal.

11.7 By providing payment information, you authorize Schoolbeat to automatically charge your account for all fees on a recurring basis in accordance with your Subscription Plan.

11.8 PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the Services through the end of your prepayment period as identified in your Annual Subscription Plan. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

11.9 Schoolbeat reserves the right to cancel this Agreement, or to change your Services from a paid subscription to a free Subscription at any time that the payment is for any reason overdue by 15 days or more.

11.10 If payment is not received within thirty (30) days from the due date, Schoolbeat may suspend your access to the Services without notice or liability. Access will be restored upon receipt of full payment, including all accrued interest and late fees.

11.11 Note that, by using the Services, you may receive e-mail or text messages on your phone or mobile device, which may cause you to incur usage charges or other fees or costs in accordance with your wireless or data service plan. Furthermore, should you access Schoolbeat from a mobile device or via the internet you may be subject to data usage charges. Any and all such charges, fees, or costs are your sole responsibility. You should consult with your wireless and/or internet carrier to determine what rates, charges, fees, or costs may apply to your use of the Services.

12. Third Party Websites

12.1 The Services may contain links to third party websites that are not owned or controlled by Schoolbeat. When you access third party websites, you do so at your own risk. Schoolbeat encourages you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each third party website that you visit.

12.2 Schoolbeat has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites. In addition, Schoolbeat will not and cannot monitor, verify, censor or edit the content of any third party site.

12.3 By using the Services, you expressly relieve and hold harmless Schoolbeat from any and all liability arising from your use of any third party website. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Schoolbeat shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

12.4 If there is a dispute between Users and any third party, you understand and agree that Schoolbeat is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you hereby release Schoolbeat, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our service.

13. Termination

13.1 This Agreement shall remain in full force and effect for as long as you continue to use Schoolbeat with the User Id used to create this account. The Agreement shall be considered terminated should it be cancelled by Schoolbeat under the terms of this Agreement, or if you ask us to terminate it by sending an email to care@schoolbeat.io.

13.2 It is understood that the termination of the Agreement may automatically trigger the termination of the Student License for those students in the Licensed Class.

13.3 Schoolbeat may suspend or terminate your access to the Services or your account at any time, for any reason (without cause or for your violation of any term of this Agreement), and without warning or notice, which may result in the forfeiture and destruction of all information associated with your account. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. Schoolbeat is not under any obligation to provide access to User Submissions after the termination of this Agreement.

13.4 All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

13.5 In the event of termination of this Agreement by Schoolbeat, Schoolbeat shall not be held liable for any damages in excess of the fee you have paid to use the Services.

13.6 The early termination or expiration of this Agreement shall not operate to limit any rights or remedies available to Schoolbeat that accrued prior to termination or expiration hereof.

13.7 Schoolbeat will delete all User information, including Students Submissions according to the Privacy Policy.

14. Governing Law

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of laws principles that would result in the application of the laws of any other jurisdiction.

14.2 Any dispute, claim, or controversy arising out of or relating to this Agreement, including its interpretation, validity, performance, enforcement, or termination, shall be brought exclusively in the state or federal courts located in the State of New York. Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.

15. General Provisions

15.1 Schoolbeat shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Schoolbeat's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference).

15.2 If a provision of this Agreement is held invalid or unenforceable, any other provision contained herein shall be separately valid and enforceable to the fullest extent permitted by law.

15.3 No negligence or waiver by either party to exercise a right shall be deemed to be or construed as a waiver by either party of its rights.

15.4 You shall not assign, transfer or sublicense this Agreement except with Schoolbeat's prior written consent.

15.5 Schoolbeat may assign, transfer or delegate this Agreement and Schoolbeat's rights and obligations without your consent.

15.6 Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral Agreements, communications and other understandings relating to the subject matter of this Agreement, and that, subject to Section 2.5, all modifications must be in a writing signed by both parties, except as otherwise provided herein.

15.7 This Agreement and any subsequent versions of this Agreement posted to the Website will be deemed a writing signed by both parties.

15.8 No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Schoolbeat in any respect whatsoever.