TERMS OF SERVICE

Effective date: September 22, 2022

Thanks for using ClassMo.  We are glad you’re here, but there are some rules you need to agree to before you use our websites and services (“Services”).  When we use the word “Services,” we mean the ClassMo.com website as well as all the websites, products, services and applications made available by Edkey Inc. that support the ClassMo product. If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at info@edkey.com.

This is a contract, right?

Yes.  These Terms of Service (the “Terms”) are a binding contract between you and Edkey Corporation (“Edkey,” “ClassMo”, “we” or “us”).  You must agree and accept all of the Terms, or you don’t have the right to use the Services.  Use of the Services means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services.

Our Services sometimes change to keep up with the dynamic needs of learners.  If they do change, we will do our best to tell you in advance by placing a notification on the ClassMo.com website, or we might send you an email.  In certain situations (for example, where a change to the Terms is necessary to comply with legal requirements), we may not be able to give you advance notice. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

For the entire current ClassMo Privacy Policy, please click here.

Information related to the Children’s Online Privacy and Protection Act (“COPPA”)

COPPA requires that online service providers obtain parental consent before they collect personally identifiable information online from children who are under 13. Therefore, we only collect personal information through the Services from a child under 13 where that student’s school, district, and/or teacher has agreed (via the terms described in the following paragraph) to obtain parental consent for that child to use the Services and disclose personal information to us, for the use and benefit of the learning environment. 

If you are a student under 13, please do not send any personal information about yourself to us if your school, district, and/or teacher has not obtained this prior consent from your parent or guardian, and please do not send any personal information other than what we request from you in connection with the Services. If we learn we have collected personal information from a student under 13 without parental consent being obtained by his or her school, district, and/or teacher, or if we learn a student under 13 has provided us personal information beyond what we request from him or her, we will delete that information as quickly as possible. If you believe that a student under 13 may have provided us personal information in violation of this paragraph, please contact us at info@edkey.com. 

If you are a teacher, use of the Services means that you represent and warrant that you have permission and authorization from your school and/or district to use the Services as part of your curriculum.

What are the basics of using ClassMo?

Your school or teacher will be providing an account for your use, though you will still need to activate it by using your school email address as your ClassMo User ID. You will also need to create a password for your use.  If you are a school or district, you may be permitted to register a school or district “subdomain” within ClassMo.com (an “Edkey Subdomain”). You promise to provide us with accurate, complete, and updated registration information about yourself. You can’t select for your ClassMo User ID a name that you don’t have the rights to use or another person’s name with the intent to impersonate that person, nor can you select a ClassMo Subdomain name that you don’t have the right to use. In certain situations, your ClassMo User ID may be selected for you by your school or district; the same rules apply to them when they select an ClassMo User ID for you. You may not transfer your account to anyone else without our prior written permission.

If you’re agreeing to these Terms on behalf of an organization or entity (for example, if you’re an administrator agreeing to these Terms on behalf of your district), you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms.

You promise to only use the Services for your personal or educational use, and only in a manner that complies with all laws that apply to you.  If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services.

Also, your use of the Services is subject to our Acceptable Use Policy.  A violation of the Acceptable Use Policy will be grounds for termination of your right to use or access the Services.

Intellectual property

 The Content

The materials displayed or performed on the Services (including, but not limited to, text, graphics, articles, photos, images, illustrations, User Submissions (defined below), and so forth) (the “Content”) are protected by copyright and other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Edkey’s) rights. For example, if someone shares a really creative lesson plan with you on ClassMo, that doesn’t mean you can print it out and start distributing it to other people – unless the owner specifically told you in writing that you could.

You understand that Edkey Inc. owns the Services.  You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content; please remember that just because such a functionality exists does not mean there are intellectual property restrictions attached to it.

User Submissions

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.”  Some User Submissions are viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant EdKey Inc. a license to translate, modify (for technical purposes, for example making sure your content is viewable on your iPhone as well as your computer) and reproduce such User Submission, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.

If you store a User Submission in your own personal ClassMo account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Edkey the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of displaying that Personal User Submission to you and providing you the Services necessary to do so.

If you share a User Submission only within a Limited Access Group, or otherwise in a manner that only certain specified users can view (for example, a private message to one or more other users) (each, a “Limited Access User Submission”), then you grant Edkey the license above, as well as a license to display, perform, and distribute your Limited Access User Submission for the sole purpose of displaying that Limited Access User Submission to other members of that Limited Access Group (or to such specified users, as applicable) and providing you the Services necessary to do so. Also, you grant the other members of that Limited Access Group (or such specified users, as applicable) a license to access that Limited Access User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. For example, if you share a worksheet (that can be completed through the Services) with students in your Limited Access Group, you grant your students the rights necessary to view that worksheet and fill it out, and return it to you.

If you share a User Submission in a public “community” or “topic” on the Services or in a manner that more than just you or your Limited Access Group can view (a “Public User Submission”), then you grant Edkey the license above, as well as a license to display, perform, and distribute your Public User Submission, solely for the purpose of displaying that Public User Submission to all ClassMo users and providing you the Services necessary to do so.  Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

You agree that the licenses you grant are royalty-free, irrevocable, and worldwide, for as long as your User Submissions are stored with us.  When you delete your ClassMo account, we will stop displaying your User Submissions to other users (if applicable), but you understand and agree that it may not be possible to completely delete this from ClassMo’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.

Finally, you understand and agree that Edkey, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media.

DMCA Takedown Policy

You may have heard of the Digital Millennium Copyright Act (“DMCA”), as it relates to online service providers like Edkey Inc. removing material that they believe in good faith violates someone’s copyright.

Who is responsible for what I see and do on the Services?

For any information or Content publicly posted or privately transmitted through the Services, we are not liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it.  We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.  We spend considerable effort to remove inappropriate materials from Content but cannot guarantee that it is free of such materials or that it is error-free.  Please let us know if you find inappropriate or offensive information in our Content and we will do our best to remedy the situation.

We take steps to ensure that the users of the Services are real people, but also cannot guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.   To this vein, students are permitted to access the Services only within their Limited Access Groups; we require teachers, schools, and districts to guard their Access Codes with the appropriate confidentiality, as described in the Acceptable Use Policy; we enable teachers with moderation tools for monitoring Content within Limited Access Groups; and student accounts are not enabled to “browse” groups to join (a student is only permitted to view and join a group he or she has been given an Access Code to).

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third party websites or services that are not owned, operated, or controlled by Edkey Inc..  When you access third party websites or use third party services (including, without limitation, your use of Publisher Software (defined below)), you accept that there are risks in doing so and that Edkey Inc. is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.

Edkey 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 or by any third party that you interact with through the Services.  In addition, Edkey will not and cannot monitor, verify, censor or edit the content of any third party site or service (including without limitation the Publisher Software).  By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

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 (including without limitation Publishers). You agree that Edkey Inc. shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between users and any third party, you agree that Edkey Inc. is under no obligation to become involved.  In the event that you have a dispute with one or more other users, you release Edkey Inc., its officers, employees, agents, and successors from claims, demands, and damages 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 Services.  If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

Will ClassMo ever change the Services?

ClassMo is a dynamic learning tool, so the Services will change over time. We may change, suspend, or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services.  We will try to give you notice when we make a material change to the Services that would adversely affect you, but this is not always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), or without any reason, and without notice.

Does ClassMo cost anything?

If your school or district requires that you use the Services, they will let you know whether any fees from them are involved; usually, the school, district or organizational entity requiring your use of ClassMo is the one responsible for paying any fees. 

Tell me more about Third-Party Content.

Depending on the type of user account you have registered for, you may be able to download or use content from third-party publishers (“Third-Party Content”), which can be incorporated into your ClassMo experience. Student accounts are currently not permitted or enabled to access Third Party Content unless the Publisher authorizes student accounts to access such Third-Party Content. However, at some time in the future, Edkey Inc. may make Third Party Content available to students.

Although you can download and access Third-Party Content through the Services, please note that the Third-Party Content is being provided by a third party (a “Publisher”) and not by Edkey Inc., so we don’t have any control over or responsibility for the content, safety, privacy, or security of any Third Party Content, third party application, service or website.  In addition to these Terms with respect to Third Party Content, your download or use of Third-Party Content is governed by the terms of any agreement between you and the applicable Publisher offering such Third-Party Content, where applicable. Edkey Inc. prohibits Publishers from collecting or using any information beyond what Edkey itself collects and uses pursuant to its Privacy Policy, but this does not mean we are responsible for reviewing or verifying the accuracy of any Publisher’s data collection or use policies.  In cases where Publisher’s Third-Party Content collects user data, each Publisher should have its own data collection and use policies (separate from ClassMo’s own Privacy Policy), so please review those carefully as well before you opt to use any Third-Party Content.

Use of Third-Party Content

Third-Party Content is curated by ClassMo.  In some cases, Third-Party Content is provided by ClassMo and in other cases Third-Party Content is provided by others. In some cases, Third-Party Content may have certain restrictions on your use of the Third-Party Content in addition to these Terms; if there are any such additional terms, they will be stated in the listing for the applicable Third-Party Content, and you must abide by all such restrictions. In addition to any restrictions imposed by the Publisher, ClassMo requires you to: (i) use the Third-Party Content only for your non-commercial, educational use; (ii) only distribute the Third-Party Content to students who are currently enrolled in courses you teach; (iii) not transfer the Third-Party Content to any other teacher or administrator without the permission of the Publisher; and (iv) use reasonable efforts to ensure that students in your classes don’t use the Third-Party Content for anything other than their own non-commercial, educational use. Any other applicable restrictions set forth in these Terms also apply to your use of the Third-Party Content.

Edkey Inc. cannot guarantee, and is not responsible in any manner for, the quality or accuracy of the Third-Party Content or the listing for the Third-Party Content.  For clarity, the disclaimers and limitations on Edkey Inc.’s responsibility and liability for products or services offered by a Publisher that are described in the Terms of Service apply to Third-Party Content and your interactions with Publishers. With regard to Third-Party Content, you may only contact a Publisher if the Publisher has provided contact information in their listing of the Third-Party Content. Edkey unfortunately can’t control a Publisher’s responses to you, and it isn’t responsible if a Publisher doesn’t communicate with you in a manner that meets your expectations. That said, if you have any issues with a Publisher please let us know by contacting us at info@edkey.com, or by submitting a review of the Publisher or the Third-Party Content on its listing page.

Where the Services allow for reviews of Third-Party Content, anyone who has accessed a Third-Party Content item is eligible to post a review and rate that item.  If you submit a review, you cannot submit any content that violates the Acceptable Use Policy, and you are also prohibited from submitting anything that consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” ClassMo reserves the right (but not the obligation) to remove or edit such content but does not regularly review posted content. If you do post a review, you grant Edkey Inc. a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media, and you grant Edkey Inc. and any sublicensee of Edkey Inc. the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post and that the content is accurate. Edkey Inc. takes no responsibility and assumes no liability for any content posted by you or any third party.

Publishers

Where the Services allow you to publish Third-Party Content, published Third-Party Content is subject to Edkey Inc.’s approval. Your Third-Party Content may be rejected or removed from the Service at any time, in Edkey Inc.’s sole discretion, including, but not limited to, if it fails to meet Edkey Inc.’s standards of educational quality or if it contains inappropriate material or your conduct is inconsistent with these Terms. Third-Party Content must be provided in one of the file formats accepted at the time of upload (which may be subject to change without notice). Each item of Third-Party Content made available on the Service must be contained completely within the download offered, and no part of such Third-Party Content may be delivered separately or require an additional purchase, including without limitation, through sites or services not offered by or via Edkey Inc.

Edkey will allow for the download of the Third-Party Content you make available on the Service and does not place any restrictions on use of the Third-Party Content except to the limited extent set forth in these Terms. If you wish to bind users to any additional license terms, we may provide you with the option explicitly to state such terms in the listing for the applicable Third-Party Content, provided such terms must be no less protective of Edkey Inc. than those herein, must afford users at least the rights described below, and must not be inconsistent with these Terms of Service. For the sake of clarity, any such license must allow a user who downloads the Third-Party Content to use and exploit the Third-Party Content in connection with any class, course, or lessons taught by that user. All Third-Party Content licenses must also be non-exclusive, perpetual, irrevocable, and royalty-free. You understand that while these Terms place certain restrictions on ClassMo users’ use of the Third-Party Content, neither such users nor Edkey Inc. can control students’ use of the Third-Party Content, nor can Edkey Inc. control ClassMo users’ use of the Third-Party Content.

You are not a third-party beneficiary of ClassMo’s Terms of Service that are applicable to users of Third-Party Content, and you have no right to enforce those terms or to require Edkey Inc. to enforce such terms. You acknowledge that you have read these Terms and understand the rights and obligations such terms place on each ClassMo user in connection with your Third-Party Content. You understand that if you do not place any additional license restrictions on your Third-Party Content, the only restrictions on the use of your Third-Party Content by ClassMo users are those set forth in ClassMo’s Terms of Service, which, for clarity, may only be enforced by Edkey Inc.. Furthermore, by uploading your Third-Party Content, you hereby grant Edkey Inc. a worldwide, non-exclusive, sub-licensable, perpetual, royalty-free, fully paid-up, transferable right and license to: (i) post your Third-Party Content on the Service; (ii) use your applicable trademarks and logos in connection with the distribution and of the Third-Party Content; (iii) translate or re-format your Third-Party Content, or edit the listing description for such Third-Party Content, as Edkey Inc. deems it necessary; and (iv) to use your Third-Party Content on other services provided by Edkey Inc..

By posting, uploading, inputting, providing or submitting your Third-Party Content, you represent and warrant that: (i) you have the legal right and authority to do so; (ii) the Third-Party Content does not infringe, violate, or misappropriate any law, statute, ordinance or regulation or rights of any third party, including intellectual property rights; (iii) the Third-Party Content does not contain a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program; (iv) nothing in the Third-Party Content, nor Edkey Inc.’s offering thereof, will require payment of any kind to a third party; (v) you will not engage in any activity in connection with the Service, including the development or distribution of any Third-Party Content, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of Edkey Inc. or any third party; (vi) you will not engage in any activity that is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (vii) you will not engage in any activity that is designed to increase artificially the reviews or ratings of your Third-Party Content, including, but not limited to, submitting reviews for your own Third-Party Content, asking users to write favorable reviews, or using automated means to generate reviews and ratings for your Third-Party Content; (viii) you agree that you are solely responsible for (and that Edkey Inc. has no responsibility to you or to any third party for) any Third-Party Content you distribute through the Services and for the consequences of your actions (including any loss or damage which Edkey Inc. may suffer) by doing so.

What if I want to stop using ClassMo?

You’re free to do that at any time by following the directions here; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

ClassMo is also free to terminate (or suspend access to) your use of the Services or your account, for any reason, including your breach of these Terms. ClassMo has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important documents you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, or would not be in the interest of someone’s safety or security to do so.

If you have deleted your account by mistake, contact us immediately at info@edkey.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

I use one of the ClassMo apps available via the Apple App Store – should I know anything about that?

These Terms apply to your use of all the Services, including the iPhone and iPad applications available via the Apple, Inc. (“Apple”) App Store (the “Application”), but additional terms also apply to the Application, which you can see here.

Other legal terms.

Warranty Disclaimer

Edkey Inc. does not make any representations or warranties concerning any content contained in or accessing through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services.  We make no representations or warranties regarding suggestions or recommendations of services or products (including Publisher Software) offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Edkey Inc. or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES, CONTENT, WEBSITE, 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. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

UNLESS PROHIBITED BY APPLICABLE MANDATORY LAWS, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL EDKEY INC. BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (I) ANY AND ALL CLAIMS (WHETHER BASED ON AN ACTION OR EVENT OR SERIES OF CONNECTED ACTIONS OR EVENTS ARISING FROM THE SAME FACTUAL ACT OR OMISSION) UNDER, ARISING OUT OF OR RELATING TO THESE TERMS OR RELATING TO OR ARISING IN CONNECTION WITH THE SERVICES AND FOR (II) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, LOSSES OR EXPENSES.  WHERE OUR PROVISION OF SERVICES TO YOU OR ANY PERSON WAS FREE OF ANY FEES, EDKEY INC. SHALL NOT BE LIABLE TO YOU FOR ANY AMOUNT UNLESS PROVEN IN COURT. EDKEY INC’S MAXIMUM LIABILITY FOR DAMAGES TO ENTERPRISE CUSTOMERS FOR ANY AND ALL CAUSES WHATSOEVER AND SAID CUSTOMERS’ MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY PROVEN.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

 Indemnity

You agree to indemnify and hold Edkey Inc., its affiliates and related corporations, officers, agents, employees, contractors, and partners harmless for and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (i) your use of the Services (including any actions taken by a third party using your account), and (ii) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment

You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Edkey Inc.’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration

These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For only injunctive and other equitable relief, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California.

Miscellaneous

You will be responsible for withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.

 You and Edkey agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Edkey, and that it supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein).  No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Edkey Inc. in any respect whatsoever. Except as expressly set forth in the Apple Application Terms, you and Edkey Inc. agree there are no third party beneficiaries intended under this Agreement, and a person or entity who is not a party to these Terms shall have no right under the Singapore Contracts (Rights of Third Parties) Act (Chapter 53B) (or similar or equivalent applicable laws, if any) to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.