Effective Date: June 15, 2017
Welcome to KickUp, a content management and collaboration platform consisting of web sites, services, software applications and networks that allows for the authorized download and distribution of written digital content, teaching supplements, and other educational content over the internet (the “KickUp Platform”). The KickUp Platform is owned and operated by KickUp, LLC. (“KickUp”).
1. Eligibility. KICKUP IS A PLATFORM FOR EDUCATORS. K-12 students attempting to access content from the KickUp Platform without the consent of a teacher/instructor are in direct violation of the Terms. Any student pretending to be an educator, impersonating an educator, or making fraudulent claims to be an educator will be immediately removed from the KickUp Platform and may be subject to disciplinary actions within his/her school. BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE KICKUP PLATFORM, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE KICKUP PLATFORM. The content on the KickUp Platform is only available for you to use for educational, non-commercial purposes subject to the Terms; any other use is prohibited.
3. Individual Features and Services. When using the KickUp Platform, 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 these Terms.
4. Modification of these Terms. KickUp reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time effective on written notice to current Users. Please check these Terms and any Guidelines periodically for changes. Your continued use of the KickUp Platform after written notice and the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective thirty days after they are initially posted on the KickUp Platform.
5. Digital Millennium Copyright Act. Please note that since we respect authors’ and content holders’ rights, it is KickUp’s policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the ‘DMCA’). For more information, please go to KickUp’s DMCA Notification Guidelines below. Please note that KickUp will promptly terminate without notice any User’s access to the KickUp Platform if that User is determined by KickUp to be a “repeat infringer.” A repeat infringer is a User who has been notified by KickUp of infringing activity violations more than twice and/or who has had their User Content (as defined below) or any other user-submitted content removed from the KickUp Platform more than twice.
6. Ownership and License Grants; Sponsored Content.
(a) The KickUp Platform The KickUp Platform is owned and operated by KickUp. The content, visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), software, products, services, and all other elements of the KickUp Platform provided by KickUp (the “Materials”) are protected by United States copyright, patent, trade secret, trade dress and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Content that are provided and owned by Users, all Materials contained on the KickUp Platform are the property of KickUp or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to KickUp or its affiliates and/or third-party licensors. Except as expressly authorized by KickUp, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. KickUp reserves all rights not expressly granted in these Terms.
(b) Sponsored Content. KickUp has sponsored the creation and development of lesson plans and other educational materials by teachers selected by KickUp (such teachers, the “Master Teachers,” and such lesson plans and other educational materials made available on the KickUp Platform, the “Sponsored Content”). As between you and KickUp, KickUp is the sole owner of all rights in and to the Sponsored Content.
(c) License Grant to Sponsored Content. Subject to your compliance with the terms and conditions set out in these Terms, KickUp hereby makes the Sponsored Content available to you under a non-exclusive, limited, personal, non-transferable, revocable, non-sublicensable license for the limited purpose of printing and using a single copy of the Sponsored Content in connection with your teaching activities. Except as permitted under the preceding license, you may not make any copies, distribute or make any derivate works from the Sponsored Content without the prior written consent of KickUp.
(d) User Content. Subject to your compliance with the terms and conditions set out in these Terms, you may upload to the KickUp Platform digital content, including electronic documents (“User Content”). For clarity’s sake, Sponsored Content is not User Content. User Content is uploaded at your own risk. Although KickUp will use commercially reasonable security measures to protect unauthorized copying of User Content, KickUp cannot guarantee that there will be no unauthorized copying or distribution of User Content, nor will KickUp be liable for any copying or usage of the User Content not authorized by KickUp. In connection with your uploading of User Content, you will select whether you want your User Content to be kept private or made public. Any content such as classroom video for teaching evaluation that includes video with students and pupils in the room must remain and will remain private between the two collaborators and not shared to the greater KickUp network without your consent. For all User Content uploaded through the KickUp Platform and which is marked public, each User (including you for any User Content you upload) grants KickUp a royalty-free, worldwide, perpetual, irrevocable, non-exclusive, fully paid and transferable right and license for KickUp to use, reproduce, modify, adapt, publish, distribute, translate, communicate to the public, create derivative works from, perform and display User Content worldwide, to incorporate the User Content into any other works in any form or media without restriction or compensation, to use, store, process and share personally-identifiable information (“Personal Information”) in the User Content, and to grant and authorize sublicenses thereof. If User Content is marked public, it cannot later be changed to private.
(e) License Grant to Download User Content. Subject to your compliance with the terms and conditions set out in these Terms, you may download User Content from the KickUp Platform, subject to the following license: a non-exclusive, limited, personal, revocable, non-transferable, non-sublicensable license for the limited purpose of printing and using a single copy of the User Content in connection with your teaching activities. Except as permitted under the preceding license, you may not make any copies, distribute or make any derivate works from the User Content without the prior written consent of KickUp
7. Representations and Warranties Regarding User Content. You are solely responsible for your User Content and the consequences of posting or publishing your User Content. By uploading and publishing your User Content, notwithstanding anything to the contrary in the terms of the license under which you shared any User Content with KickUp, you affirm, represent, and warrant that:
(b) your User Content does not and will not: (1) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (2) slander, defame, or libel any other person;
(c) Your User Content does not contain the personally-identifiable information (“Personal Information”) of any person without the prior, written approval of that person to copy, store, use, share and transmit such person’s Personal Information in and to states, countries, regions, and other jurisdictions that may have less stringent laws, rules and regulations regarding the privacy and security of that person’s Personal Information;
(d) Your User Content does not contain any viruses, adware, spyware, Trojan horses, worms, or other malicious code or harmful or deleterious programs; and
(e) Your User Content is free of any digital rights management protections or functionality, including any software designed to limit the number of times User Content may be copied or played.
8. Prohibited Conduct. The following behaviors are prohibited by KickUp. You hereby agree that you shall not:
(a) use the KickUp Platform for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the KickUp Platform as such services are offered by KickUp;
(b) rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials;
(c) post, upload, or distribute any defamatory, libelous, or inaccurate User Content;
(d) post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, invasive of another’s privacy, harassing, threatening, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
(e) impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the KickUp Platform accounts of others without permission, forge another persons’ digital signature, misrepresent the source, identity, or content of information transmitted via the KickUp Platform, or perform any other similar fraudulent activity;
(f) delete the copyright or other proprietary rights notices on the KickUp Platform or User Content;
(g) make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the KickUp Platform. This includes, but is 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;
(h) use the KickUp Platform 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;
(i) harass, abuse, threaten or defraud Users of the KickUp Platform, or collect, or attempt to collect, personal information about Users or third parties without their consent;
(j) remove, circumvent, disable, damage or otherwise interfere with security-related features of the KickUp Platform or User Content, features that prevent or restrict use or copying of any content accessible through the KickUp Platform, or features that enforce limitations on the use of the KickUp Platform or User Content;
(k) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the KickUp Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
(l) modify, adapt, translate or create derivative works based upon the KickUp Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
(m) intentionally interfere with or damage operation of the KickUp Platform or any user’s enjoyment of the KickUp Platform, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
(n) relay email from a third party’s mail servers without the permission of that third party;
(o) use any robot, spider, scraper, or other automated means to access the KickUp Platform for any purpose or bypass any measures KickUp may use to prevent or restrict access to the KickUp Platform;
(p) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the KickUp Platform;
(q) interfere with or disrupt the KickUp Platform or servers or networks connected to the KickUp Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the KickUp Platform;
(r) copy, store, use or share any personally-identifiable information of any other User or other person without that person’s express written permission;
(s) post, upload or distribute marketing material, advertisements, spam, content designed to aid search engine optimization, content in HTML format with links or redirects, or other commercial content that detracts from the KickUp experience; or
(t) use the KickUp Platform if you are a student and do not have the direct consent of a teacher/instructor, or impersonate an educator or fraudulently pretend to be an educator to use the KickUp Platform.
KickUp reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized or inappropriate use of the KickUp Platform, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
9. Account. When you use the KickUp Platform to upload and/or download content or any products, services, or information from KickUp, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to KickUp on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date 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, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify KickUp. You may be liable for the losses incurred by KickUp or others due to any unauthorized use of your KickUp Platform account.
YOU EXPRESSLY AGREE THAT THE USE OF THE KICKUP PLATFORM IS AT YOUR SOLE RISK. THE KICKUP PLATFORM AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT (INCLUDING COMMERCIAL CONTENT), REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE KICKUP PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS, AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. KICKUP DOES NOT WARRANT THAT THE DATA, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE KICKUP PLATFORM OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, KICKUP, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE KICKUP PLATFORM OR ANY REFERENCE SITES 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.
UNDER NO CIRCUMSTANCES WILL KICKUP OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR 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 LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS (INCLUDING USER CONTENT AND COMMERCIAL CONTENT) OR THE KICKUP PLATFORM OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH KICKUP, EVEN IF KICKUP OR A KICKUP AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL KICKUP OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, 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 THESE TERMS, YOUR USE OF THE KICKUP PLATFORM OR YOUR INTERACTION WITH OTHER KICKUP PLATFORM USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE KICKUP PLATFORM DURING THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
13. United States Export Controls. You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency.
15. Digital Millennium Copyright Act Notification Guidelines.
Notification of Infringement
It is our policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. In addition, we will promptly terminate without notice the accounts of those determined by us to be “repeat infringers”. If you are a copyright owner or an agent thereof, and you believe that any content hosted on our web site (KickUp.com) infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing KickUp’s Designated Copyright Agent with the following information in writing (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):
Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
If you elect to send us a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or see 17 U.S.C. Section 512(g) (3) to confirm these requirements):
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Designated Copyright Agent
KickUp’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows: Attention: Copyright Agent, KickUp, LLC, 31 N. 2nd St, 2nd Floor, Philadelphia PA 19106 or by email at firstname.lastname@example.org. For clarity, only DMCA notices should go to the KickUp Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to KickUp customer service through email@example.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
16. User Disagreements.
Your use of KickUp may bring you into contact with other users, and their User Content, such as through networked video, chat, and other user communication features of KickUp. You are solely responsible for your involvement with other users. If you have a dispute with one or more Users, you release KickUp (and KickUp’s officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (including, but not limited to, actual, special, consequential and punitive) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
17. Confidential Information.
Certain content, information or software you access through the KickUp Platform may contain confidential information of KickUp. You agree to keep KickUp information confidential by exercising the necessary care required to prevent its disclosure. Notwithstanding the above, you will not disclose, divulge, distribute, publish, transmit or transfer KickUp information to any third party or use KickUp information for any purpose whatsoever other than as expressly authorized by these Terms. Your obligations with respect to KickUp confidential information, whether or not deemed trade secret under applicable law, remain in effect until such time as the particular information becomes publicly known through no action by you.
© 2015 – KickUp, LLC.