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Terms of Service (“Terms”)

Last updated: June 2021

These terms and conditions (the “Terms of Service”) apply to the Stemify Platform (the “Platform”), https://app.stemify.ai,  provided by Stemify, Inc (collectively, “Stemify”, “us”, “our”, and/or “we”) and the materials provided on the Platform (“Content”). References to “you” and “your” refer to you, a user of our Platform and/or Services.
By accessing or registering on the Platform, you acknowledge that you understand these Terms and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, you may not access or otherwise use the Platform. Please contact support@stemify.ai if you have questions about these Terms of Service.  Additional terms and conditions may apply to some services offered if we sign a separate agreement with you.

Access and Registration

You may use the Platform only if you have reached the age of majority or legal age in your jurisdiction (generally 18 or older) and can form legally binding contracts under applicable law. If you are under 18 or the legal age of majority in your jurisdiction, your educational institution, parent, or guardian must agree to these Terms of Service on your behalf.
Unauthorized commercial, corporate or other misuse of the Platform may result in the cancellation of your account.
Access to the Platform may be made available to you via any of the following means:

  • You may be given access via your educational institution’s Single Sign On (SSO) application.
  • An institution, faculty member or administrator may provide you with a URL that takes you directly to the Platform.
  • You may access the Platform directly via the site with a User Name and Temporary Password provided by your educational institution and Stemify.
  • You may access the Platform directly via the site with a User Name and Temporary password provided by Stemify for users who have made a direct purchase outside of an educational institution.

Regardless of how you access the Platform you (i) are responsible for protecting the confidentiality of the user name and password for your Stemify Account, and for all activities that occur under your Stemify Account, (ii) shall not permit others to use your Stemify Account and (iii) shall not use any other user’s Stemify Account.

You must immediately notify us (by email to support@stemify.ai) upon becoming aware of any loss, compromise or unauthorized use of your user name or password or any other breach of security relating to your Stemify Account.

Upon creating a Stemify Account, Stemify grants you a revocable, non-exclusive, non-transferable right to access and use those portions of the Platform that Stemify makes available to you during the applicable Subscription Period (as defined below) through a generally available web browser or mobile device solely for personal, educational and related administrative use, in accordance with these terms unless any additional use is expressly permitted by Stemify in writing. You may not transfer the foregoing rights, and any attempt to do so shall cause such rights to automatically terminate.

Subscriptions and Termination

Institutional, faculty,  student  and/or direct user licenses are issued for a defined  Subscription Period (as defined below) subject to these terms. The Subscription commences on either (i) the day the Subscription is activated on the Site or (ii) if a faculty or student or direct user were granted Courtesy Access and subsequently purchased a Subscription, the day that the Courtesy Access was purchased, and in each case it continues for the period relevant to that Subscription plan i.e. one month, one semester, etc. (the “Subscription Period”).

The applicable Subscription: (a) will automatically terminate at either (1) the end of the Subscription Period or (2) the end of any Courtesy Access period (if applicable) if users choose not to purchase and activate the Subscription; or (b) will terminate at the end of the current Subscription Period of any month-to-month Subscription plan when users cancel the Subscription. We reserve the right in our sole discretion, to restrict, suspend, or terminate users’ use or access to the Platform, and/or discontinue any portion, feature, or content of the Platform at any time and for any reason without prior notice or liability. If users violate these Terms of Service, Stemify may, but is not obligated to, report any such violation of these Terms of Service to your educational institution. Upon termination or deletion of your Stemify Account, users will lose access to the Platform.

Restrictions on Use

Only licensed users are to access the Platform using his or her own username or password. If we have reason to believe users have shared their password information or access to their account or have used the Services in violation of the provisions herein, we may suspend or terminate the user’s account and refuse any and all current or future use of the Services. Users agree that they will not otherwise copy, transmit, rent, forward, lend, sell, or modify any materials (“Content”) from the Services and/or modify or remove any proprietary notices contained therein, or create or enable the creation of derivative works based thereon. Users may not use any robot, spider, other automatic device or program or manual process to access, monitor, copy or reproduce the Services. Users may not engage in systematic retrieval of content from the Services to create or compile, directly or indirectly, a collection, compilation, database or directory. Users may not disseminate any portion of the Services or content through electronic means, including mail lists or electronic bulletin boards. Users may not reverse engineer the Services, nor circumvent, disable, or otherwise interfere with any technical and/or other limitations, including without limitation security-related features. Users acquire no right, title or interest in any Stemify content except for the limited access license granted to the user, and Stemify reserves all rights in the Content.

Stemify Proprietary Materials

The Platform is proprietary to Savkar and all right, title and interest in and to the Platform, and all patents, trademarks, trade secrets, know-how and other intellectual property rights related to the Platform shall remain solely and exclusively with Savkar.  The Platform and all documentation related to the Platform are protected by U.S. copyright laws.  The Platform is licensed to either Institutions or directly to users and may not be sublicensed to any person or entity without the prior written consent of Savkar.  Savkar is and shall be the sole and exclusive owner of all right, title and interest in and to, and the Institution or licensed user hereby assigns to Savkar all of its right, title and interest in and to, all inventions (whether or not protectable under patent laws), discoveries, developments, innovations, works of authorship, software, designs, know-how, feedback, ideas (whether or not protectable under trade secret laws), technology and other rights made, created, developed, conceived or reduced to practice in connection with, related to, or arising out of, the Platform or the use of the Platform in an Institution’s or licensed consumer’s evaluation thereof.  The Institution or licensed user shall take all other actions reasonably necessary to accomplish or give effect to the ownership provisions set forth in this agreement

User-Provided Content

Certain features of the Platform enable Educators to submit content (including, without limitation, any textual, graphic, audio or video content) to the Platform and make it available for users. We have no obligation to accept any User Content from a user or anyone else. At any time, at our discretion and with or without notice, we may remove any item of Educator Content from the Platform.

Where you submit Educator Content, you are solely responsible for all such Educator Content. We have no obligation to preview, screen or monitor any Educator Content that may be submitted by any user. We do not guarantee the accuracy, integrity, quality, appropriateness or intellectual property rights of or relating to any Educator Content. Under no circumstances will we be liable to you in any way for any Educator Content, including, but not limited to, for any errors or omissions in any Educator Content, or for any loss or damage of any kind incurred as a result of your use of or reliance on any Educator Content accessed, posted or otherwise transmitted via the Platform.

You understand and agree, however, that it may not be possible to completely delete all Educator Content from our databases and that Stemify may retain (but not display, distribute, or perform) copies of your Educator Content that have been removed or deleted from the Platform.

Student / Licensed User Usage Data

In order for students, faculty, institutions or any  licensed users to use and fully benefit from the Platform, Stemify needs to receive and store information regarding student/user interactions and performance when interacting with the Platform (“Usage Data”). This Usage Data is automatically collected, stored, used and shared by Stemify to deliver the Platform, and may include, but is not limited to, descriptions of Content and problems students/users have viewed and attempted, problems students/users have answered correctly or incorrectly, the amount of time spent viewing Content, students’/users’ scores on quizzes and tests, etc. By using the Platform, students/users are agreeing to share this Usage Data with faculty and administration at their institution if applicable.
As part of a student’s relationship with an institution or as part of a user’s direct relationship with Stemify, Stemify will create and maintain a personalized learning history based on the student’s /user’s Usage Data and personal identifiers the student /user has provided to us when creating his or her Stemify Account. Usage Data without personal identifiers (i.e. de-identified data) may also be used by Stemify to improve and inform our adaptive learning technologies, including troubleshooting, data analysis, testing and research, and maintenance and debugging purposes, all in accordance with applicable laws and our Privacy Policy.

By using the Platform student’s/users’s hereby consent to our collection, storage, use and sharing of Usage Data as described in these terms and in accordance with our Privacy Policy.

User Conduct and User Content Guidelines

As a condition of use, you promise not to use the Platform for any purpose that is unlawful or prohibited by these terms, or any other purpose not reasonably intended by Stemify. By way of example, and not as a limitation, each user agrees not to use the Platform in any manner that could: (i) damage, impair, disable or overburden the Platform, (ii) in any way interfere with our rights or with any other user’s use and enjoyment of the Platform, (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. Stemify may restrict, suspend or terminate your account if you abuse or misuse the Platform. To the extent interactions with other users of the Platform are permitted, you are solely responsible for your interactions with other users of the Platform. We are not responsible for any damage or harm resulting from interactions between or among users of the Platform.

You agree not to submit any User Content that:

  • infringes the copyright, trademark, or other intellectual property rights of any person;
  • is defamatory;
  • contains nudity or sexually explicit content, or is otherwise obscene;
  • may disparage any ethnic, racial, sexual, religious, or other group by stereotypical depiction or otherwise;
  • depicts or advocates the use of illicit drugs;
  • makes use of offensive language or images;
  • characterizes violence as acceptable, glamorous or desirable; or
  • contains any advertisement for third party goods or services or provides a link to any other website, except where our content submission tools expressly allow for User Content to be embedded from a third party site, and then only as necessary to allow such User Content to be accessed through the Platform.
  • 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 Platform and to refuse any future use of the Platform if Stemify 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 Stemify Account, Stemify may automatically remove all User Content posted to that account. We encourage you to maintain a separate copy of any User Content you upload to the Platform since Stemify is not intended to be a data storage service.

Links

The Platform may include, or third parties may provide, links to other websites or resources that are not owned or controlled by Stemify and over which Stemify has no control. Because Stemify has no control over such sites and resources, you acknowledge and agree that Stemify is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Accordingly, we encourage users to be aware when they leave the Platform and to read the terms and conditions and privacy policy of each other third party website a user visits. You further acknowledge and agree that Stemify shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Changes to the Platform

We are continuously changing and/or updating the Platform and its related Content to improve the end user experience. Accordingly, we may add or remove functions, features or Content from the Platform at any time. We will make reasonable efforts to notify you and/or provide you with alternative functions, features or Content in the event of any material change and/or update to the Platform.

Disclaimers

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 PLATFORM (INCLUDING THE CONTENT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, STEMIFY 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 PLATFORM (INCLUDING THE CONTENT). ANY USE OF THE ONLINE PLATFORM (INCLUDING THE CONTENT) IS AT YOUR SOLE RISK.

WITHOUT LIMITING THE FOREGOING, STEMIFY DOES NOT WARRANT THAT (i) THE PLATFORM WILL MEET ANY PARTICULAR REQUIREMENTS, (ii) THE ONLINE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, INVULNERABLE TO CHEATING, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY CONTENT, SERVICES OR OTHER ITEMS OBTAINED THROUGH THE PLATFORM WILL MEET YOUR OR ANY USER’S EXPECTATIONS, OR (v) ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED. STEMIFY IS IN NO WAY RESPONSIBLE OR LIABLE FOR ANY GRADE OR ASSESSMENT, WHETHER CORRECT OR INCORRECT, THAT YOU MAY RECEIVE THROUGH OR OTHERWISE RELATED TO YOUR INTERACTION WITH THE ONLINE COURSEWARE.

Limitation of Liability

Savkar shall not be responsible or liable to Institution or any other person provided access to the Platform, directly or indirectly, by the Institution (each, a “User”) for any liability (whether in contract, tort or otherwise including negligence), loss, damage or expense incurred, or to be incurred, by Institution or any User resulting, directly or indirectly, from the Platform or any other products supplied or services performed by Savkar under this Agreement.  In addition to, and not in limitation of, the foregoing, in no event shall Savkar be responsible or liable for any incidental or consequential damages including, but not limited to, loss of profit.  Savkar makes no representations or warranties, express or implied, pursuant to this Agreement with respect to the Platform or otherwise.  Institution shall indemnify, defend and hold harmless Savkar from any and all liability, loss, damage or expense (including reasonable attorney’s fees) incurred, or to be incurred, by Savkar resulting, directly or indirectly, from Institution’s breach of its representations, warranties, covenants or obligations under this Agreement, any violation by Institution of any law, rule or regulation or any negligence, recklessness or willful misconduct of Institution, in each case, whether or not involving a third party claim.

Indemnification

You agree to indemnify, defend and hold harmless STEMIFY, its officers, directors, employees, agents, service providers, vendors and customers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees resulting from any violation of these terms by you.

Changes to These Terms

We reserve the right to make changes to these terms by posting such changes on the Platform or notifying you directly using the contact information in your STEMIFY 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 Platform or viewing any 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 Platform or these terms, you may terminate these terms at any time by deleting your STEMIFY Account and discontinuing use of the Platform.

Notice

STEMIFY may communicate any notices to users, including notices of changes to these terms, through email, regular mail or by posting of those notices on the Platform You may contact us at admin@stemify.ai, or via mail or courier at: STEMIFY, Inc. 400440 400 Farmington Avenue, Farmington, CT  06032 USA

Governing Law

This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Connecticut, without giving effect to the conflict of law principles thereof.  Institution hereby irrevocably and unconditionally submit, for themselves and their property, to the exclusive jurisdiction of any State of Connecticut court or federal court sitting in Hartford County, Connecticut and any appellate court thereof in any action or proceeding arising out of or relating to this Agreement.

Miscellaneous

Any failure by STEMIFY 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.