PLANET3 Terms of Service
LAST UPDATED: NOVEMBER 30, 2016
Welcome, and thank you for your interest in Planet3, Inc. (“Planet3,” “we,” or “us”) and our website at http://exploreplanet3.com/, along with our related websites, networks, applications, and other services provided by us (collectively, our “Service”). These Terms of Service are a legally binding contract between you and Planet3 regarding your use of the Service.
These Terms provide that all disputes between you and Planet3 will be resolved by BINDING ARBITRATION. 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, and your claims cannot be brought as a class action. Please review Section 18 (“Dispute Resolution and Arbitration”) for the details regarding your agreement to arbitrate any disputes with Planet3.
1. Planet3 Service Overview. Planet3’s mission is to present the entire Earth as a living laboratory through an immersive game-based environment. To accomplish this, Planet3 provides the Service, an innovative online educational platform with game-based components that provides courses in secondary science to students, teachers, and school administrators from registered schools and school districts (collectively, “Authorized Users”). Each Authorized User may use the Service according to the features offered by that Authorized User’s account type. For example, through the Student Portal, students may access content, create and complete projects and reports, submit projects and reports to teachers, and access their grades; through the Teacher Portal, teachers may upload content, plan lessons, review student-submitted projects and reports, collaborate with other teachers, and provide feedback to us; and through the Administrator Portal, administrators may view aggregate student and teacher data for the Administrator’s school, upload content, and perform and review data analytics. We may also add or modify additional features accessible to Authorized Users from time to time.
2. Eligibility. By agreeing to these Terms, you represent and warrant to us that: (a) you have not previously been suspended or removed from the Service; (b) your registration and your use of the Service is in compliance with all applicable laws and regulations; and (c) all registration information you submit is accurate and truthful, including the student, teacher, and administrator information you use to register such users for the Service. If you are using the Service on behalf of an entity, organization or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.
4. Payment. If you are a school or school district, you may be required to pay fees in order for your teachers, administrators, and students to access the Service, or certain features of the Service. The amount of fees you may be required to pay, your payment schedule, and other relevant terms may be subject to a separate agreement with us (“Additional Agreement”). Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars and are non-refundable. You authorize Planet3 to charge all sums described in such Additional Agreement with us, as applicable, for the Service you select, to that payment method, according to the payment schedule to which we have agreed. If you pay any fees with a credit card, Planet3 may seek pre-authorization of your credit card account prior to your payment to verify that the credit card is valid and has the necessary funds or credit available to cover your fees.
5. User Content
5.1 User Content Generally. Certain features of the Service may permit Authorized Users to upload content to the Service, including messages, photos, video, images, data, text, and other types of works (“User Content”) and to publish User Content on the Service. You retain copyright and any other proprietary rights that you may hold in the User Content that you post to the Service.
5.2 Limited License Grant to Planet3. By posting or publishing User Content, you grant Planet3 a worldwide, non-exclusive, royalty-free, fully paid-up right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed, for purposes of providing the Service.
5.3 Limited License Grant to Permitted Users. Certain features of the Service may allow instructors to upload assignments, comments or other content to the Service for students to access or complete, and share lesson plans with other instructors. The Service may also allow students to upload completed assignments and other content for their instructors to evaluate, among other features. Each Authorized User may share User Content by granting certain rights to such User Content to other Authorized Users by selecting access, edit or share rights (Authorized Users who have access, edit or share rights, “Permitted Users”). [Note to Planet3: Please confirm preceding sentence.] By posting User Content and providing access, edit or share rights to such User Content to Permitted Users, you grant such Permitted Users a non-exclusive, non-transferable license to access, use, reproduce, modify, and distribute such User Content solely as permitted by the access, edit or share rights granted by you.
5.4 User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Planet3 and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by Planet3, the Service, and these Terms; and
b. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) 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; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Planet3 to violate any law or regulation.
5.5 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Planet3 may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Planet3 with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Planet3 does not permit copyright-infringing activities on the Service.
6. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
6.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;
6.2 violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
6.3 post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
6.4 interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) 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;
6.5 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;
6.6 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;
6.7 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 11) or any right or ability to view, access, or use any Material; or
6.8 attempt to do any of the acts described in this Section 6, or assist or permit any person in engaging in any of the acts described in this Section 6.
7. Third-Party Services and Linked Websites. Planet3 may provide tools through the Service that enable you to export information, including User Content, to third party services[, including through features that allow you to link your account on Planet3 with an account on the third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons)]. [Note to Planet3: Will you use third party buttons?] By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.
8. Termination of Use; Discontinuation and Modification of the Service. You may terminate your account at any time by contacting customer service at firstname.lastname@example.org. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Service. If you violate any provision of these Terms, your permission from us to use the Service will terminate automatically. In addition, Planet3 may in its sole discretion terminate your user account on the Service or suspend or terminate your access to the Service at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We 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.
9.2 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”), such as end-user license agreements for any downloadable software applications, our DMCA Policy or rules that are applicable to a particular feature or content on the Service, and any Additional Agreement between us, subject to Section 10. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
10. Modification of these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time, upon seven (7) days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will be required to accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
11. Ownership; Proprietary Rights. The Service is owned and operated by Planet3. 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 (“Materials”) provided by Planet3 are protected by intellectual property and other laws. All Materials included in the Service are the property of Planet3 or our third-party licensors. Except as expressly authorized by Planet3, you may not make use of the Materials. Planet3 reserves all rights to the Materials not granted expressly in these Terms.
12. 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 Planet3 an unrestricted, perpetual, irrevocable, non-exclusive, fully paid-up, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
13. Indemnity. You are responsible for your use of the Service, and you will defend and indemnify Planet3 and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Planet3 Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) 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 that claim.
14. Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE PLANET3 ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE PLANET3 ENTITIES DO 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 DO 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 ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE Planet3 ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PLANET3 DOES NOT GUARANTEE THAT ANY OF THE CONTENT MADE AVAILABLE TO YOU THROUGH THE SERVICE, WHETHER BY PLANET3 OR OTHER USERS, IS CORRECT, ACCURATE OR UP TO DATE. PLANET3 WILL HAVE NO LIABILITY AND IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE USER CONTENT MADE AVAILABLE ON THE SERVICE AND PLANET3 DOES NOT GUARANTEE THAT ANY USER CONTENT IS NON-INFRINGING. PLANET3 IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER, INCLUDING WITHOUT LIMITATION, ANY AUTHORIZED USER.
YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
15. Limitation of Liability
IN NO EVENT WILL THE PLANET3 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 PLANET3 ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 18.4(iii), THE AGGREGATE LIABILITY OF THE PLANET3 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 PLANET3 FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM; OR (B) $100.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
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 YOU AND Planet3 UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND Planet3. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16. Governing Law. These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Planet3 agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Sussex County, Delaware for the purpose of litigating any dispute. We operate the Service from our offices in the District of Columbia, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
18. Dispute Resolution and Arbitration
18.1 Generally. In the interest of resolving disputes between you and Planet3 in the most expedient and cost effective manner, you and Planet3 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 PLANET3 ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
18.2 Exceptions. Despite the provisions of Section 18.1, 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; or (d) to file suit in a court of law to address an intellectual property infringement claim.
18.3 Arbitrator. Any arbitration between you and Planet3 will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Planet3.
18.4 Notice; 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 such other party has not provided a current physical address, then by electronic mail (“Notice”). Planet3's address for Notice is: Planet3, Inc., 1630 Connecticut Avenue NW, Second Floor, Washington, DC 20009. The Notice 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 is received, you or Planet3 may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Planet3 must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Planet3 will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Planet3 in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
18.5 Fees. If you commence arbitration in accordance with these Terms, Planet3 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 Sussex County, Delaware, 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 Planet3 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.
18.6 No Class Actions. YOU AND PLANET3 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 Planet3 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.
18.7 Modifications to this Arbitration Provision. If Planet3 makes any future change to this arbitration provision, other than a change to Planet3's address for Notice, you may reject the change by sending us written notice within 30 days of the change to Planet3's address for Notice, in which case your account with Planet3 will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
18.8 Enforceability. If Section 18.6 is found to be unenforceable or if the entirety of this Section 18 is found to be unenforceable, then the entirety of this Section 18 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 16 will govern any action arising out of or related to these Terms.
20. Contact Information. The Service is offered by Planet3, Inc., located at 1630 Connecticut Avenue NW, Second Floor, Washington, DC 20009. You may contact us by sending correspondence to that address or by emailing us at email@example.com.