The following terms (the "Knewton Terms") apply to the adaptive learning services (the "Knewton Services") provided by Knewton, Inc. ("Knewton").
Agreeing to the Knewton Terms. Because many users of the Knewton Services are not of legal age to form a binding contract (in many places, this is 18 years old), Knewton has the following important rules in place about who must agree to the Knewton Terms:
- If you have the legal capacity to form a binding contract, you must agree to the Knewton Terms before using the Knewton Services.
- If you do not have the legal capacity to form a binding contract, you may use the Knewton Services only if (a) your parent or guardian has agreed to the Knewton Terms for you or (b) you are a student and are being provided Knewton Services in connection with your school activities and, to the extent permitted under applicable law, your teacher or other school representative has agreed to the Knewton Terms on the school's behalf.
- By agreeing to the Knewton Terms, you represent that you have the authority and legal capacity to do so. If you are agreeing to the Knewton Terms as a parent or guardian, then you will be responsible for your child's use of the Knewton Services and other obligations and commitments under the Knewton Terms. If you are agreeing to the Knewton Terms as a teacher or other school representative, then you represent that you are agreeing to the Knewton Terms on your school's behalf and that your school will be responsible for its student's use of the Knewton Services and other obligations and commitments under the Knewton Terms.
The Knewton Terms constitute a binding legal agreement between Knewton and you (or the school on whose behalf you are agreeing to the Knewton Terms).
Knewton's Technology. Knewton has created powerful technology that allows Knewton to personalize online education for users. When it is integrated with online course materials, Knewton's 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 the Knewton Services.
Integration With Enterprise Partners. The Knewton Services are provided to users through integrations with the course materials and online learning applications of Houghton Mifflin Harcourt Publishing Company and other schools, publishers and other third parties (each an "Enterprise Partner" and collectively, the "Enterprise Partners"). Each user's use of such course materials and online learning applications is subject to terms agreed to in a separate agreement between the user and the applicable Enterprise Partner. Knewton is not responsible for any of the products or services of any Enterprise Partners.
Sharing of Information With Enterprise Partners. In order for Knewton to provide the Knewton Services to a user, Knewton needs to receive information from the applicable Enterprise Partner regarding the user's interactions with such Enterprise Partner's course materials and online learning materials, and, in some cases, a unique identifier that the Enterprise Partner has assigned to the user. In turn, as part of the Knewton Services, Knewton provides the Enterprise Partner with recommendations and analytics that are personalized to the user. You agree that Knewton and the Enterprise Partners may share information for these purposes.
Knewton Profiles. Knewton creates a personalized learning profile for each user based on their interactions with course materials that use Knewton's adaptive learning technology. In cases where a Knewton Account (as described below) has been created, Knewton may be able to apply this personalized learning profile to multiple online learning courses that the user takes and which use Knewton's adaptive learning technology. If no Knewton Account has been created, then Knewton's ability to use the personalized learning profile may be more limited.
Knewton Accounts. Users access the Knewton Services through an account they establish with the Enterprise Partner. To receive the full benefit of the Knewton Services by maintaining a longitudinal learning profile across various products and subject domain, a user will need to create an account directly with Knewton (a "Knewton Account") in addition to the account you establish with the Enterprise Partner. If a user is not presented the opportunity to create a Knewton Account during the registration process, the product offered by the Enterprise Partner does not currently have the capability to allow for this functionality. If a user does not have a Knewton Account, Knewton may not be able to apply the user's personalized learning profile when the user takes an online learning course with the Enterprise Partner (or other Enterprise Partners) that is powered by Knewton's adaptive learning technology. To the extent a user creates a separate Knewton Account:
- There is no charge to create the Knewton Account.
- A parent, guardian or authorized school representative must consent to the creation of a Knewton Account for any user who is under 13.
- When you create a Knewton Account, you will select a user name and password for the account. Each user is responsible for protecting the confidentiality of the user name and password for their Knewton Account, and for all activities that occur under their Knewton Account. Each user must immediately notify Knewton (by email to firstname.lastname@example.org) upon becoming aware of any loss, compromise or unauthorized use of their user name or password or any other breach of security relating to their Knewton Account.
Changes to Knewton Services. Knewton may change, suspend, discontinue and/or impose usage limitations on the Knewton Services at any time, with or without notice. Knewton will not have any liability to you or any other user in any such event.
User Conduct. Users may not use the Knewton Services for any unlawful purpose or in any manner that could (i) damage, impair, disable or overburden the Knewton Services, (ii) in any way interfere with Knewton's rights or with any other user's use and enjoyment of the Knewton Services or (iii) otherwise infringe on any person's rights. To the extent interactions with other users of the Knewton Services is permitted, each user is solely responsible for their interactions with other users of the Knewton Services. Knewton is not responsible for any damage or harm resulting from interactions between or among users of the Knewton Services. Knewton reserves the right, but has no obligation, to monitor interactions between or among users of the Knewton Services and to take any other action in good faith to restrict access to or the availability of any material that Knewton or another user of the Knewton Services may consider obscene, violent, harassing or otherwise objectionable.
Knewton Proprietary Materials. Except for User Content (defined below), Knewton's website, Knewton's software and technology and any other items made available through the Knewton Services (collectively, "Knewton Proprietary Materials") are the intellectual property of Knewton or its licensors. The Knewton Proprietary Materials do not include any course materials or online learning applications provided by Knewton's Enterprise Partners; each user's use of any such course materials and online learning applications is subject to terms agreed to by the user and the applicable Enterprise Partner. Except as may be expressly permitted elsewhere in the Knewton 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.
Anonymized Data. You acknowledge that Knewton may collect data about user interactions with online learning materials and use this data in anonymized form in order to operate the Knewton Services and improve and inform Knewton's internal platform technologies.
Right to Use and Access. Knewton grants you (or the user for whom you are agreeing to the Knewton Terms) a revocable, non-exclusive, non-transferable right to access and use those portions of the Knewton Services that Knewton makes available to you or such user, solely for personal, noncommercial, noncompetitive use, in accordance with the Knewton Terms. Neither you nor any other user may transfer the foregoing rights, and any attempt to do so shall cause such rights to automatically terminate.
Special Terms for Educators. The terms in this paragraph are only applicable to users who are instructors or other authorized personnel of a school or other institution ("Educators") who are accessing the Knewton Services in connection with the Knewton Services being provided to students at such institution. You hereby acknowledge that you may have access to additional content and portions of Knewton's 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 Knewton 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 as permitted herein, or as permitted in a separate agreement between Knewton and your institution.
Other Services of Knewton. Knewton also offers other online services to users, in addition to the Knewton Services. Those other services are subject to the terms of service that are posted on Knewton's website at knewton.com.
Disclaimers. THE KNEWTON SERVICES 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. ANY USE OF THE KNEWTON SERVICES IS AT THE USER'S SOLE RISK.
WITHOUT LIMITING THE FOREGOING, KNEWTON DOES NOT WARRANT THAT (i) THE KNEWTON SERVICES WILL MEET ANY PARTICULAR REQUIREMENTS, (ii) THE KNEWTON SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE KNEWTON SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY CONTENT, SERVICES OR OTHER ITEMS OBTAINED THROUGH THE KNEWTON SERVICES WILL MEET YOUR OR ANY USER'S EXPECTATIONS, OR (v) ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED.
IF A USER ACCESSES OR TRANSMITS ANY CONTENT THROUGH THE KNEWTON SERVICES, THE USER DOES SO AT ITS OWN DISCRETION AND SOLE RISK. EACH USER IS SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO IT IN CONNECTION WITH SUCH ACTIONS.
Limitation of Liability. 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 THE KNEWTON TERMS AND/OR THE KNEWTON SERVICES. IN NO EVENT WILL KNEWTON'S AGGREGATE, CUMULATIVE LIABILITY TO YOU (AND ANY OTHER USER FOR WHOM YOU ARE AGREEING TO THE KNEWTON TERMS) ARISING FROM OR RELATING TO THE KNEWTON TERMS AND/OR THE KNEWTON SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO US FOR THE KNEWTON 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.
Indemnification. 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 violation of the Knewton Terms by you (or by any other user for whom you are agreeing to the Knewton Terms) or (ii) any harm caused by you (or by any other user for whom you are agreeing to the Knewton Terms) in connection with the use of the Knewton Services (including, for the avoidance of doubt, any competitive harm to use arising from any use of the Knewton Services by you or by any other user for whom you are agreeing to the Knewton Terms).
Notice. Knewton may communicate any notices to you, including notices of changes to the Knewton Terms, through e-mail, regular mail or by posting of those notices on the Knewton web site or through the Knewton Services.
Additional Terms; Entire Agreement. Certain features of the Knewton Services may be subject to additional guidelines, terms or rules ("Additional Terms"), which will be posted on the Knewton Services in connection with such features and are hereby incorporated by reference into the Knewton Terms. The Knewton Terms (including any applicable Additional Terms) govern your use of the Knewton Services and constitutes the entire agreement between you and Knewton, and supersede any prior agreements between you and Knewton.
Changes to The Knewton Terms. Knewton may make changes to the Knewton Terms at any time by publishing such changes on Knewton's website or through the Knewton Services (or, where applicable, through the services of Knewton's Enterprise Partners).
Governing Law and Venue. The Knewton 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 Knewton Services or the Knewton 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 Knewton Services or the Knewton Terms.
Miscellaneous. Any failure by Knewton to exercise any rights or enforce any of the Knewton Terms shall not constitute a waiver of such rights or terms. If any provision of the Knewton Terms or their application in a particular circumstance is held to be invalid or unenforceable to any extent, the remainder of the Knewton 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.
BY BROWSING OUR GENERAL INFORMATION AND ACCESSING OUR PLATFORMS, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREE TO ABIDE BY ALL TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE K-12 LEARNING PLATFORMS THAT LINK TO THESE TERMS.