Last Updated: November 14, 2014
Knewton, Inc. (“Knewton,” “we,” or “us”) provides, through this Web site (the “Site”) and through our online adaptive learning platform, the ability to use certain functionalities of the Site and our learning services (collectively, the “Services”). The following terms of service (these “terms”) apply to all of our Services. Please read them carefully. This agreement was written in English (US). To the extent any translated version of this agreement conflicts with the English version, the English version controls. Also, we understand that website terms can be hard to digest because of the legalese, so we have provided a non-legalese summary on the right side of our terms as well. This plain English summary is intended to provide transparency, but is not a substitute for our actual terms.
Our technology allows us to personalize online education for our users. When it is integrated with online learning materials, our technology causes the presentation and focus of the course materials to adapt based on the user’s needs and how they learn best, and also provides analytic reporting to help track the user’s progress. This technology is key to most of our Service offerings.
We currently provide the following Services online:
We create a personalized learning profile for each user based on their interactions with online learning materials that use our adaptive learning technology (a “Learning Profile”). In cases where a Knewton Account or Child Account (as described below) has been created, we may be able to apply and link this Learning Profile across multiple online learning courses and subject domains that a user interacts with (including the Consumer Service and third party online learning applications) and which use our adaptive learning technology. If no Knewton Account has been created, then our ability to use the Learning Profile will be more limited where we are unable to identify the same user across multiple online learning courses.
By using the Services you also acknowledge and agree that we may collect, receive, access, store and use Usage Data in anonymized (i.e. de-identified) form in order to operate our Services and improve and inform our internal platform technologies, including troubleshooting, data analysis, testing and research.
You need to have a user account with Knewton (a “Knewton Account”) in order to receive the full benefit of our Services. If you do not have a Knewton Account, we may not be able to apply your Learning Profile when you take an online learning course that is powered by our adaptive learning technology. To the extent you create a Knewton Account:
We may change, suspend, discontinue and/or impose usage limitations on the Services at any time, for any or no reason, and with or without notice. We will not have any liability to you or any other user in any such event.
As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these terms, or any other purpose not reasonably intended by Knewton. By way of example, and not as a limitation, each user agrees not to use the Services in any manner that could: (i) damage, impair, disable or overburden the Services, (ii) in any way interfere with our rights or with any other user’s use and enjoyment of the Services, (iii) be for any illegal purpose, or in violation of any local, state, national, or international law, or (iv) otherwise infringe on any person’s rights. Knewton may restrict, suspend or terminate your account if you abuse or misuse the Services. To the extent interactions with other users of the Services is permitted, you are solely responsible for your interactions with other users of the Services. We are not responsible for any damage or harm resulting from interactions between or among users of the Services. We reserve the right, but have no obligation, to monitor interactions between or among users of the Services and to take any other action in good faith to restrict access to or the availability of any material that we or another user of the Services may consider obscene, violent, harassing or otherwise objectionable.
The Site (including the Content Library), our software and technology and any other items made available through the Services (collectively, “Knewton Proprietary Materials”) are the intellectual property of Knewton or its licensors. Except as may be expressly permitted elsewhere in these terms, neither you nor any other user may copy, distribute, rent, loan, lease, sublicense, modify, translate, otherwise prepare derivative works of, reverse engineer, decompile, disassemble or remove any proprietary notices, labels, or marks from any of the Knewton Proprietary Materials.
Knewton grants you a revocable, non-exclusive, non-transferable right to access and use those portions of the Services that Knewton makes available to you through a generally available web browser, mobile device or Knewton authorized application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Knewton), solely for personal, noncommercial, noncompetitive use, in accordance with these terms (including, as applicable, the Additional Terms) unless any additional use is expressly permitted by Knewton in writing. You may not transfer the foregoing rights, and any attempt to do so shall cause such rights to automatically terminate.
The terms in this section are only applicable to users who are Educators that are accessing the Services in connection with the Services being provided to students at such Educator’s institution. You hereby acknowledge that you may have access to additional content and portions of our website that are not otherwise accessible to student users, which may include information about individual student users. You agree that you will access and use such information and the Services solely to the extent necessary for you to perform your services as an Educator at your institution and will not disclose such information except in connection with the foregoing or as otherwise permitted herein, or as permitted in a separate agreement between Knewton and your institution.
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. THE SERVICES (INCLUDING THE CONTENT LIBRARY) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, KNEWTON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ALL WITH REGARDS TO YOUR USE OF THE SERVICES (INCLUDING THE CONTENT LIBRARY). ANY USE OF THE SERVICES (INCLUDING THE CONTENT LIBRARY) IS AT YOUR SOLE RISK.
WITHOUT LIMITING THE FOREGOING, KNEWTON DOES NOT WARRANT THAT (i) THE SERVICES WILL MEET ANY PARTICULAR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY CONTENT, SERVICES OR OTHER ITEMS OBTAINED THROUGH THE SERVICES WILL MEET YOUR OR ANY USER’S EXPECTATIONS, OR (v) ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED.
IF YOU ACCESS OR TRANSMIT ANY CONTENT THROUGH THE SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOU IN CONNECTION WITH SUCH ACTIONS.
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. KNEWTON WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF KNEWTON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATED TO THESE TERMS AND/OR THE SERVICES. IN NO EVENT WILL KNEWTON’S AGGREGATE, CUMULATIVE LIABILITY TO YOU ARISING FROM OR RELATING TO THESE TERMS AND/OR THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO US FOR THE SERVICES (IF ANY) DURING THE ONE (1) MONTH PRECEDING THE DATE ON WHICH A CLAIM FIRST ARISES. To the extent that any of the exclusions or limitations of liability set forth in this Section are not permitted under applicable law, then such exclusions and limitations shall apply to the fullest extent permitted under applicable law.
You agree to indemnify, defend and hold harmless Knewton, its officers, directors, employees, agents, service providers, Enterprise Partners, vendors and customers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees resulting from (i) any claim that any User Content uploaded by you infringes the rights of any third party, including, without limitation, any intellectual property rights, (ii) any violation of these terms by you or (iii) any harm caused by you in connection with the use of the Services (including, for the avoidance of doubt, any competitive harm to use arising from any use of the Services by you).
We reserve the right to make changes to these terms by posting such changes on the Site or through the Services (or, where applicable, through the services of our Enterprise Partners) or notifying you directly using the contact information in your Knewton Account. Any such posted changes will be effective upon the date indicated by the posting, but in any event not sooner than 14 days after posting. You shall be responsible for reviewing and becoming familiar with any such changes. Your (or any other user for whom you are agreeing to these terms) continued use of the Services or viewing any User Content following notification of any changes to these terms shall constitute acceptance of the terms as modified. If you do not want to agree to such changes to these terms or are otherwise dissatisfied with the Services or these terms, you may terminate these terms at any time by deleting your Knewton Account and discontinuing use of the Services. Knewton may also terminate the account of any user and/or access to any and all parts of the Services as specified elsewhere in these terms. Upon termination of your Knewton Account, you will lose access to the Services. Any provision of these terms, which by its nature or express terms should survive, will survive any such termination or expiration.
Knewton may communicate any notices to users, including notices of changes to these terms, through e-mail, regular mail or by posting of those notices on the Site or through the Services. You may contact us here, or via mail or courier at: Knewton, Inc. ATTN: Legal Department 100 5th Ave., New York, NY 10011 USA.
You agree that: (i) the Services shall be deemed solely based in New York; and (ii) the Services shall be deemed a passive website that does not give rise to personal jurisdiction over Knewton, either specific or general, in jurisdictions other than New York. These terms and the relationship between you and Knewton shall be governed by the laws of the State of New York without regard to its conflicts of law provisions. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or relating to use of the Services or these terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. You further consent and agree that the courts of the State of New York are the exclusive forum for litigation of any claim or cause of action arising out of or relating to use of the Services or these terms.
Any failure by Knewton to exercise any rights or enforce any of these terms shall not constitute a waiver of such rights or terms. If any provision of these terms or their application in a particular circumstance is held to be invalid or unenforceable to any extent, the remainder of these terms, or the application of such provision in other circumstances, shall not be affected thereby, and each provision hereof shall be valid and enforced to the fullest extent permitted by law. These terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any assignment attempted to be made in violation of these terms shall be null and void. These terms do not confer any third party beneficiary rights.
Certain features of the Services may be subject to additional guidelines, terms or rules (“Additional Terms”), which will be posted on the Services in connection with such features and are hereby incorporated by reference into these terms. These terms (including any applicable Additional Terms) govern your use of the Services and constitutes the entire agreement between you and Knewton, and supersede any prior agreements between you and Knewton.
We may, in our sole and absolute discretion on a case-by-case basis, waive compliance with the guidelines listed above (for example, where User Content is a lesson about a literary work that in itself does not comply with the foregoing guidelines). We have the right to suspend, restrict or terminate your use of the Consumer Service and to refuse any future use of the Consumer Service (or any portion of the Consumer Service) if Knewton has reason to believe that you are responsible for User Content that we deem violates the foregoing guidelines. It is your responsibility to create a copy of all User Content submitted through your account prior to termination. Upon termination of a Knewton Account, Knewton may automatically remove all User Content posted to that account. We encourage Consumer Users to maintain a separate copy of their User Content uploaded or otherwise accessible by the Consumer Service since Knewton is not intended to be a data storage service.
Knewton will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property law and these terms where it believes an Infringement has taken place, including removing or disabling access to the User Content claimed to be infringing and/or terminating user accounts and access to the Site. If we remove or disable access to User Content in response to a notice of Infringement, we will make reasonable attempts to contact the user who posted the affected User Content. If your User Content was removed and you feel that your User Content is not infringing, you may provide Knewton with a counter notice in writing to the attention of our Copyright Agent, as detailed below. You must include in your counter notice sufficient information to enable Knewton to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys' fees) if you materially misrepresent that your User Content is not infringing the copyrights of others. If you are uncertain whether an activity constitutes Infringement, we recommended seeking advice of an attorney.
To contact our Copyright Agent by regular mail, fax, or email, please write to:
Attn: Copyright Agent
100 5th Ave.
New York, NY 10011