Terms of Service | Zinc Reading Labs

TERMS OF SERVICE AND END USER LICENSE AGREEMENT

This Zinc Reading Labs Terms Of Service and End User License Agreement (the “Agreement”) governs Your use of and interaction with Zinc Learning Lab’s Reading Labs website at www.games.zinclearninglabs.com (the “Website”), the Website’s content, including its text, layout, images and graphics, the selection and arrangement thereof and all associated software components (individually and collectively, “Content”) and the services provided on and through the Website (the “Services”). The words “User”, “You” and “Your” used in this Agreement refer to users of the Website and other persons who access the Website. As used in this Agreement, the words “We,” “Us,” and “Our” refer to Zinc Learning Labs. (“Zinc”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WEBSITE.

Your use of the Website constitutes Your and Your parent or guardian’s agreement and acceptance without change of these terms and conditions. In addition, as a condition of Your use of the Website, You and Your and Your parent or guardian represent and warrant to Zinc that You will not use the Website for any purpose that is unlawful or prohibited by this Agreement. If You and Your and Your parent or guardian do not agree and accept these terms and conditions, Your use of the Website is prohibited. Other than this Agreement, Zinc will not enter into any Agreement with You or Your parent or guardian or have any obligation to You with respect to the Website and no attempt to create such an Agreement will be effective.

By using the Website, You acknowledge that:

You and Your parent or guardian have read and understand all of the terms and conditions of this Agreement;
You and Your parent or guardian agree to be bound by all of the terms and conditions of this Agreement;
Your parent or guardian has knowledge of and has consented to Your use of the Website and the Services; and
This Agreement is the legal equivalent of a signed, written contract between You and Zinc.

If You and Your parent or guardian are not willing to be or cannot be bound by all of the terms and conditions of this Agreement, including without limitation the acknowledgements set forth in paragraphs 1-4 above, You are not authorized to download, operate or otherwise use the Website or the Content, and Zinc does not and will not grant You any right or license to download, operate or otherwise use the Website, the Content or the Services.

We reserve the right, in our sole discretion, to change, modify, add or otherwise alter these terms and conditions at any time. Such changes, modifications and/or alterations are effective immediately upon their posting on the Website. Your continued use of the Website will constitute Your consent to these new terms. You and Your parent or guardian are responsible for periodically reviewing this page.

LICENSE

Except as expressly permitted by Zinc in writing, You are granted a revocable, nonexclusive, non-transferable license to use the Website and the Services for Your personal, noncommercial use and not for resale or distribution to anyone else, in accordance with the terms of this Agreement. All other use is prohibited. You agree that the Website and the Content are and remain the sole property of Zinc.

Except as expressly permitted by Zinc in this Agreement or otherwise in writing by Zinc, You will not copy, reproduce, modify, adapt, translate, distribute, transmit, download, upload, post, sell, rent, license, transfer, publicly perform, publicly display, mirror, frame, scrape, extract, wrap, create derivative works of, reverse engineer, decompile or disassemble any aspect of the Website, the Services or any of the Content, in whole or in part, in any form or by any means, whether manual or automatic. You shall not remove or alter any copyright notices, trademark designations or any other similar markings on any copy of the Website.

INTELLECTUAL PROPERTY

All right, title and interest in and to the Website and the Content and all intellectual property rights embodied therein, including all copyrights, are the property of Zinc or its respective licensors or suppliers and are protected by copyright and other applicable laws and international treaties. Except as provided by this Agreement, Zinc does not grant You any rights in or to the Website or the Content. As between You and Zinc, all title and intellectual property rights in and to the Website and the Content are the sole and exclusive property of Zinc. The Website and the Content are to be used only for informational, personal, non-commercial purposes in accordance with the terms of this Agreement. Any reproduction, retransmission or other use of the Website or the Content is strictly prohibited, except as otherwise provided by this Agreement or by Zinc’ express written authorization.

“Zinc Educational Services” “Zinc” “Zinc Vocab” and “Zinc Reader” are trademarks (the “Zinc Trademarks”) owned by Zinc. All other trademarks, service marks, domain names, logos, and company names (collectively “Other Trademarks”) displayed or referred to on the Website are trademarks, registered trademarks, service marks, domain names, logos, company names of or are otherwise the property of Zinc or their respective owners. Except as provided in this Agreement, Zinc does not grant You any rights in or to the Zinc Trademark or the Other Trademarks. You agree that You shall not use the Zinc Trademark or the Other Trademarks in any manner inconsistent with the provisions of this Agreement, without the prior written authorization of Zinc or the respective owners of the Other Trademarks as the case may be.

USE OF THE WEBSITE

Without limiting anything else contained in this Agreement, You and Your parent and guardian agree and acknowledge:

The Website and the Content and any other information contained therein are valuable intellectual property owned by or licensed to Zinc and that no proprietary rights therein are being transferred to You by this Agreement;

You will not, directly or indirectly:

Use the Website or the Content and any other information contained therein for any purposes other than Your personal, non-commercial use;
Use the Website or the Content and any other information contained therein to establish independent data files or otherwise amass statistical information thereof or therefrom;
Use the Website or the Content and any other information contained therein in violation of any applicable laws or regulations;
Publish or distribute in any medium the Website or the Content and any other information contained therein, and/or summaries or subsets thereof to any person or entity;
Attempt to access or access any other user’s account;
Attempt to obtain or ascertain or obtain or ascertain any other user’s user name, password and/or personal information by any means whatsoever;
Attempt to elude or elude Zinc’ security systems;
Attempt to gain access to the Website in a fraudulent manner;
Disassemble, decompile, reverse engineer, or otherwise modify the Website or the Content and any other material contained therein;
Use the Website or the Content for any purposes other than those intended by Zinc, as determined by Zinc in its sole discretion; or
Upload or submit any data or information containing any viruses or any computer code, corrupt files or programs engineered or intended to disrupt or destroy the functionality of any software, hardware, telecommunications, networks, servers or other equipment used in connection with or related to the Website, or the downloading thereof.

You and Your parent or guardian specifically acknowledge and agree that any and all misappropriation or misuse of the Website or the Content and any other information contained therein will cause irreparable harm to Zinc and that in such event money damages will not constitute sufficient compensation to Zinc; consequently, in the event that You, directly or indirectly, misappropriate or misuse the Website or Content and any other information contained therein, You specifically consent to Zinc obtaining injunctive relief against You in addition to any other legal or financial remedies to which Zinc may be entitled. Any unauthorized or prohibited use may also subject You to criminal prosecution under applicable laws.

Zinc reserves the unilateral right to discontinue the Website, Your License to download, use and access the Website or the Content at any time, for any reason and without notice. Zinc will not have any liability if Zinc modifies or discontinues or the Website or terminates Your license and/or Your ability to download, use and access the Website and/or the Content. Without prejudice to any of its other rights, Zinc reserves the right to modify the Website or the Content at any time without notice to You.

REGISTRATION AND ACCOUNT CREATION

In order to play games and use certain portions of the Website, Zinc requires that You register and/or set up an account on the Website. In order to do so, You will be required to choose, a password, user ID, and/or provide other registration information (collectively, "Registration Information"). You agree and represent that all Registration Information provided by You is accurate and up-to-date. If any of Your Registration Information changes, You must update it by editing Your Registration profile on the Websites. You shall not sub-license, transfer, sell or assign Your Registration Information and/or this Agreement to any third party without our written approval. Any attempt to do so will be null and void and shall be considered a material breach of this Agreement.

You must keep Your password confidential at all times, and must not disclose the password or permit anyone else to use Your password. Any breach of any of these terms by anyone to whom You disclose the password will be treated as if the breach had been committed by You, and will not relieve You of Your obligations under these terms and conditions.

DISCLOSURE OF INFORMATION

Subject to the terms of its Privacy Policy which is incorporated and made part of this Agreement, Zinc may disclose to third parties any records, electronic communications, information, materials or other content of any kind (i) if Zinc believes in good faith that the law or legal process requires it; (ii) if such disclosure is necessary or appropriate to operate the Website; or (iii) to protect Zinc’ rights and property or the rights and property of Zinc’ users and business partners.

DISCLAIMER & LIMITATION OF LIABILITY

THE WEBSITE AND THE CONTENT ARE PROVIDED FOR YOUR DOWNLOADING, OPERATION AND USE IN ACCORDANCE WITH THE NOTICES, TERMS AND CONDITIONS SET FORTH HEREIN. THESE MATERIALS MAY BE CHANGED FROM TIME TO TIME WITHOUT NOTICE.

THE WEBSITE AND THE CONTENT ARE PROVIDED BY ZINC ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, ZINC, ITS RESPECTIVE AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “ZINC BUSINESSES”) MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE WEBSITE AND THE CONTENT FOR ANY PURPOSE. THE ZINC BUSINESSES AND ALL THIRD PARTY PROVIDERS OR LICENSORS SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE ZINC BUSINESSES SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE WEBSITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THE WEBSITE AND THE CONTENT OR FOR ANY DAMAGE TO YOUR MOBILE DEVICE, COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR THE CONTENT. YOUR USE OF THE WEBSITE AND THE CONTENT IS AT YOUR OWN RISK. IN NO EVENT SHALL THE ZINC BUSINESSES, THEIR AGENTS OR THIRD PARTY PROVIDERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE OR THE CONTENT, THE DELAY OR INABILITY TO USE THE WEBSITE OR THE CONTENT OR OTHERWISE ARISING IN CONNECTION WITH THE WEBSITE WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

THIS DISCLAIMER OF LIABILITY APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT THE ZINC BUSINESSES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. WITHOUT LIMITING THE FOREGOING, THE ZINC BUSINESSES DO NOT REPRESENT OR WARRANT THAT THE INFORMATION PROVIDED BY OR SET FORTH ON THE WEBSITE IS ACCURATE, COMPLETE, RELIABLE USEFUL, TIMELY OR CURRENT OR THAT THE WEBSITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

THE ZINC BUSINESSES MAKE NO REPRESENTATION THAT CONTENT PROVIDED ON THE WEBSITE IS APPLICABLE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES.

TO THE EXTENT THAT ANY WARRANTY OF ANY KIND IS DETERMINED TO APPLY TO THE THIRD PARTY APPLICATIONS, YOU ACKNOWLEDGE AND AGREE THAT ZINC HAS NO WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE THIRD PARTY APPLICATIONS, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY, IF ANY, WILL BE THE SOLE RESPONSIBILITY OF THE RESPECTIVE PROVIDERS.

INDEMNITY

YOU AND YOUR PARENT OR GUARDIAN AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ZINC AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTENT PROVIDERS, CUSTOMERS AND SUPPLIERS FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, DAMAGES, INJURIES, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND LITIGATION EXPENSES), RELATING TO OR ARISING FROM:

YOUR UNAUTHORIZED OR IMPROPER USE OF THE WEBSITE, THE CONTENT AND THE SERVICES;
ANY BREACH BY YOU OF THIS AGREEMENT; and
ANY OTHER ACTIVITY BY YOU ON OR IN CONNECTION WITH THE WEBSITE, THE SERVICES OR THE CONTENT (INCLUDING, WITHOUT LIMITATION, INFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER NEGLIGENT, ILLEGAL OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING USING YOUR MOBILE DEVICE OR COMPUTER.

SEVERABILITY

If any provision of these terms and conditions is found to be illegal, void, or unenforceable, that provision will be deemed severed from the balance of the Agreement and will not affect the validity and enforceability of the remaining provisions, which will continue in full force and effect.

PRIVACY

Please visit our Privacy Policy at link which is incorporated in and made part of this Agreement. If You are outside the United States, You understand and agree that by providing Zinc with any information about Yourself, You are consenting to the transfer of that information to the United States.

TERM AND TERMINATION

This Agreement will take effect at the time You click “I Agree” and continues in perpetuity unless terminated by You and/or Zinc. Zinc reserves the right, at any time and for any reason, without notice to You, (i) to deny You access to the Website and any of the Content, (ii) to change, remove or discontinue the Website and any of the Content or services available on or through or the Website; or (iii) to terminate this Agreement.

You may terminate this Agreement at any time by ceasing use of the Website and the Content. The warranty disclaimers, limitations and exclusions of liability, reservation and grant of property rights and other terms and conditions of this Agreement which by their nature are intended to survive and will survive the termination or expiration of this Agreement for any reason.

NOTICES AND COMMUNICATIONS

Any notice or other document or communication required or permitted hereunder to Zinc, including any questions, compliant or claims that You and/or Your parent or guardian may have, will be deemed to have been duly given only if in writing and delivered by any of the following methods:

Certified U.S. mail, return receipt requested, postage prepaid, to Zinc at 41 Union Square West, Suite 602, New York NY 10003; or

Email sent to support@zinclearinglabs.com.

Notices to Zinc shall be deemed delivered when actually received by Zinc.

Any notice or other document or communication from Zinc required or permitted hereunder will be sent to the email address that You provide when You register to use the Website. Such notice will be deemed received by You and Your parent or guardian the business day after the email is sent.

Should You elect to send or receive email communications of any kind to or from Zinc, You and Your parent or guardian represent and warrant to Zinc that Your email service has appropriate and adequate security systems necessary to prevent unauthorized access to outbound or inbound email transmissions.

JURISDICTION; COMPLIANCE WITH LAWS

Except as set forth otherwise herein, Zinc controls and operates the Website from the United States of America and makes no representation that the Website and the Content is appropriate or available for use in other locations. You and Your parent or guardian are responsible for compliance with applicable local laws including, without limitation, all export and import laws. The Content and other information provided on the Website may be subject to export controls imposed by the United States and may not be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) any country to which the U.S. has placed an embargo or that has been designated by the U.S. Government as a “terrorist supporting” county; (b) to anyone in the U.S. Treasury Department’s Specially Designated national list; or (c) to anyone on the U.S. Commerce Department’s Table of Denial Orders or any other U.S. Government list of prohibited or restricted parties. If You download or use the Website or the Content, You and Your parent or guardian represent and warrant that You are not located in, or under the control of, or a national or resident of any such country or on any such list.

Access, browsing and use of the Website, the Content and this Agreement, and all matters or issues collateral thereto are all governed by United States federal law and/or the laws of the State of New York, without regard to any conflict of laws provisions that would refer to and/or apply the substantive laws of another jurisdiction.

SUBJECT TO THE MANDATORY ARBITRATION PROVISION BELOW, ANY LEGAL ACTION OR PROCEEDING RELATING TO YOUR ACCESS TO, OR USE OF, THE WEBSITE, THE CONTENT OR THIRD PARTY APPLICATIONS SHALL BE INSTITUTED ONLY IN A STATE OF FEDERAL COURT LOCATED IN NEW YORK, NEW YORK, USA. YOU, YOUR PARENT OR GUARDIAN AND ZINC AGREE TO SUBMIT TO THE JURISDICTION OF, AND AGREE THAT VENUE IS PROPER IN THESE COURTS IN ANY SUCH LEGAL ACTION OR PROCEEDING.

ARBITRATION

Any controversy or dispute between You, Your parent or guardian and Zinc (the “parties”) concerning or relating to , the Website and/or the Content, this Agreement and/or all matters or issues collateral thereto shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Any claim shall be made by filing a demand for arbitration within one (1) year following the occurrence first giving rise to the claim. The right and duty of the parties to resolve disputes by arbitration shall be governed exclusively by the Federal Arbitration Act, and arbitration shall take place according to the Commercial Rules of the American Arbitration Association. The arbitration will be held in New York, New York. Each of the parties shall bear all of its own costs of arbitration, except that the fees of the arbitrator shall be divided equally between the parties. The arbitrator shall have no authority to amend or modify the terms of this Agreement or to award punitive or exemplary damages and the award may be enforced by judgment. Before, during, or after arbitration each party shall have the right, without awaiting the outcome of the arbitration, to seek interim injunctive relief from an appropriate court including but not limited to temporary restraining orders or preliminary injunctions. Seeking any such remedies shall not be deemed a waiver of either party’s right to compel arbitration.

WAIVER

No delay or omission by Zinc to exercise any right occurring upon any noncompliance on Your part with respect to any of the terms of this Agreement will impair any such right or power or be construed to be a waiver thereof. Any waiver by Zinc of any of the covenants, conditions or Agreements to be performed by You will not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition or Agreement herein contained.

SEVERABILITY

If any portion of this Agreement is adjudged invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining portions will remain valid, enforceable, and in effect.

INDEPENDENT CONTRACTOR

Zinc is an independent contractor; nothing in this agreement shall be construed to create a partnership, joint venture, or agency relationship between You, Your parent or guardian and Zinc.

CONTINUED USE DEEMED ACCEPTANCE

Zinc reserves the right, at its sole discretion, to change, alter, amend or otherwise modify this Agreement from time to time. After any such modification becomes effective, Zinc will deem Your continued use of the Website or any of the Content to constitute Your and Your parent or guardian’s acceptance of and Agreement to such modification.

ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between You, Your parent or guardian and Zinc with respect to Your use of Website and the Content, and supersedes any and all prior understandings or Agreements between You and Zinc, whether written or oral. You and Your parent or guardian acknowledge that, in providing You access to and use of the Website and the Content, Zinc has relied on Your and Your parent or guardian’s acceptance of this Agreement.

TERMS OF SERVICE AND END USER LICENSE AGREEMENT

This Zinc Reading Labs Terms Of Service and End User License Agreement (the “Agreement”) governs Your use of and interaction with Zinc Learning Labs’s Reading Labs website at www.games.zinclearninglabs.com (the “Website”) and of the Website’s respective content, including its text, layout, images and graphics, the selection and arrangement thereof and all associated software components (individually and collectively, “Content”). The words “User”, “You” and “Your” used in this Agreement refer to users of the Website and other persons who access the Website. As used in this Agreement, the words “We,” “Us,” and “Our” refer to Zinc Learning Labs. (“Zinc”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WEBSITE

Your use of the Website constitutes Your Agreement and acceptance without change of these terms and conditions. In addition, as a condition of Your use of the Website, You represent and warrant to Zinc that You will not use the Website for any purpose that is unlawful or prohibited by this Agreement. If You do not agree and accept these terms and conditions, Your use of the Website is prohibited. Other than this Agreement, Zinc will not enter into any Agreement with You or have any obligation to You with respect to the Website and no attempt to create such an Agreement will be effective.

By using the Website, You acknowledge and agree that:

You are 18 years old or older and have read and understand all of the terms and conditions of this Agreement;
You agree to be bound by all of the terms and conditions of this Agreement;
This Agreement is the legal equivalent of a signed, written contract between You and Zinc;
You are an educational professional who is using the Website for educational purposes in connection with Your current students;
The parents or guardians of the students for whom You are using the Website have consented to You or the educational institution by whom You are employed accessing their child’s/guardian’s information posted on the Website; and
If You are using the Website on behalf of an entity, You have full authority to bind that Your entity to all of these terms and conditions.

If You are not willing to be or cannot be bound by all of the terms and conditions of this Agreement, including without limitation the acknowledgements set forth in paragraphs 1-6 above, You are not authorized to download, operate or otherwise use the Website or the Content, and Zinc does not and will not grant You any right or license to download, operate or otherwise use the Website or the Content.

We reserve the right, in our sole discretion, to change, modify, add or otherwise alter these terms and conditions at any time. Such changes, modifications and/or alterations are effective immediately upon their posting on the Website. Your continued use of the Website will constitute Your consent to these new terms. You are responsible for periodically reviewing this page.

USE OF STUDENT INFORMATION

In connection with Your use of the Website, You may be granted access to information regarding students’ names, these students’ use of the Website and the results of the games and activities in which they play or engage on the Website. Except as expressly permitted by a student’s parent or guardian or by law, You are only permitted to access the names and information relating to Your current students. The student names and information You access and/or obtain on the Website shall only be used for educational purposes.

To the extent that it is necessary for You to share with another person the names of and information regarding Your students that You obtain through the Website, You expressly acknowledge and agree that You will only share such names and information with persons for whom You are authorized in writing or by law to share such information.

You further acknowledge, understand and agree that:

If You are acting on behalf of an educational institution (“institution”), You have permission from your Institution to enter into this Agreement, to use the Services and to register students to use the Services.
Only school personnel who are current employees of an educational institution (“Institution”) may use the Services on the Institution’s behalf. Upon termination of a teacher or other staff member's employment with the Institution, such individual must return and cease using all login details and student access he or she has in his or her possession. If at any time You learn a user of the Services who claims to be affiliated with your Institution who is not, in fact, affiliated with Your Institution, You will notify Company immediately.
You or the Institution for whom You are employed has obtained the written consent of the parent or guardian of each and every student to register that student to use of the Services and to provide Zinc with information that personally identifies the student (“Personal Information”) and that You and/or the Institution will be solely responsible (and hereby agree that Zinc is not responsible) for obtaining such consent.
You and/or Your Institution will limit access to the Services to those students for whom You and/or the Institution has received valid written consents relating to the collection, use and disclosure of such students’ Personal Information and registration to use the Services. If a parent or guardian of a student rescinds such consent, You or the Institution shall immediately notify Zinc to discontinue that student’s access to the Services and ensure that such student’s information is no longer accessible through the Services.
You are responsible for maintaining and monitoring the accuracy of a list of students for each of your classes who are authorized to use the Services.
If You are using the Website on behalf of an entity, You have full authority to bind that Your entity to all of these terms and conditions.

LICENSE

Except as expressly permitted by Zinc in writing, You are granted a revocable, nonexclusive, non-transferable license to use the Website for Your personal, noncommercial, educational use and not for resale or distribution to anyone else, in accordance with the terms of this Agreement. All other use is prohibited. You agree that the Website and the Content are and remain the sole property of Zinc.

Except as expressly permitted by Zinc in this Agreement or otherwise in writing by Zinc, You will not copy, reproduce, modify, adapt, translate, distribute, transmit, download, upload, post, sell, rent, license, transfer, publicly perform, publicly display, mirror, frame, scrape, extract, wrap, create derivative works of, reverse engineer, decompile or disassemble any aspect of the Website or any of the Content, in whole or in part, in any form or by any means, whether manual or automatic. You shall not remove or alter any copyright notices, trademark designations or any other similar markings on any copy of the Website.

INTELLECTUAL PROPERTY

USE OF THE WEBSITE

Without limiting anything else contained in this Agreement, You agree and acknowledge:

You will not, directly or indirectly:

Use the Website or the Content and any other information contained therein for any purposes other than Your personal, non-commercial use;
Use the Website or the Content and any other information contained therein to establish independent data files or otherwise amass statistical information thereof or therefrom;
Use the Website or the Content and any other information contained therein in violation of any applicable laws or regulations;
Publish or distribute in any medium the Website or the Content and any other information contained therein, and/or summaries or subsets thereof to any person or entity;
Attempt to access or access any other user’s account;
Attempt to obtain or ascertain or obtain or ascertain any other user’s user name, password and/or personal information by any means whatsoever;
Attempt to elude or elude Zinc’ security systems;
Attempt to gain access to the Website in a fraudulent manner;
Disassemble, decompile, reverse engineer, or otherwise modify the Website or the Content and any other material contained therein;
Use the Website or the Content for any purposes other than those intended by Zinc, as determined by Zinc in its sole discretion; or
Upload or submit any data or information containing any viruses or any computer code, corrupt files or programs engineered or intended to disrupt or destroy the functionality of any software, hardware, telecommunications, networks, servers or other equipment used in connection with or related to the Website, or the downloading thereof.

You specifically acknowledge and agree that any and all misappropriation or misuse of the Website or the Content and any other information contained therein will cause irreparable harm to Zinc and that in such event money damages will not constitute sufficient compensation to Zinc; consequently, in the event that You, directly or indirectly, misappropriate or misuse the Website or Content and any other information contained therein, You specifically consent to Zinc obtaining injunctive relief against You in addition to any other legal or financial remedies to which Zinc may be entitled. Any unauthorized or prohibited use may also subject You to criminal prosecution under applicable laws.

Zinc reserves the unilateral right to discontinue the Website, Your License to download, use and access the Website or the Content at any time, for any reason and without notice. Zinc will not have any liability if Zinc modifies or discontinues the Website or terminates Your license and/or Your ability to download, use and access the Website and/or the Content. Without prejudice to any of its other rights, Zinc reserves the right to modify the Website or the Content at any time without notice to You.

REGISTRATION AND ACCOUNT CREATION

DISCLOSURE OF INFORMATION

DISCLAIMER & LIMITATION OF LIABILITY

THE WEBSITE AND THE CONTENT ARE PROVIDED BY ZINC ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, ZINC, ITS RESPECTIVE AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “ZINC BUSINESSES”) MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE WEBSITE AND THE CONTENT FOR ANY PURPOSE. THE ZINC BUSINESSES AND ALL THIRD PARTY PROVIDERS OR LICENSORS SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE ZINC BUSINESSES SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE WEBSITE OR YOUR ACTION OR INACTION IN CONNECTION WITH THE WEBSITE AND THE CONTENT OR FOR ANY DAMAGE TO YOUR MOBILE DEVICE, COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR THE CONTENT. YOUR USE OF THE WEBSITE AND THE CONTENT IS AT YOUR OWN RISK. IN NO EVENT SHALL THE ZINC BUSINESSES, THEIR AGENTS OR THIRD PARTY PROVIDERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE OR THE CONTENT, THE DELAY OR INABILITY TO USE THE WEBSITE OR THE CONTENT OR OTHERWISE ARISING IN CONNECTION WITH THE WEBSITE WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

THE ZINC BUSINESSES MAKE NO REPRESENTATION THAT CONTENT PROVIDED ON THE WEBSITE IS APPLICABLE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES.

INDEMNITY

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ZINC AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTENT PROVIDERS, CUSTOMERS AND SUPPLIERS FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, DAMAGES, INJURIES, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND LITIGATION EXPENSES), RELATING TO OR ARISING FROM:

YOUR UNAUTHORIZED OR IMPROPER USE OF THE WEBSITE, THE CONTENT AND THE THIRD PARTY SERVICES;
ANY BREACH BY YOU OF THIS AGREEMENT; and
ANY OTHER ACTIVITY BY YOU ON OR IN CONNECTION WITH THE WEBSITE, THE SERVICES OR THE CONTENT (INCLUDING, WITHOUT LIMITATION, INFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER NEGLIGENT, ILLEGAL OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING USING YOUR MOBILE DEVICE OR COMPUTER.

SEVERABILITY

PRIVACY

TERM AND TERMINATION

NOTICES AND COMMUNICATIONS

Any notice or other document or communication required or permitted hereunder to Zinc, including any questions, compliant or claims that You may have, will be deemed to have been duly given only if in writing and delivered by any of the following methods:

Certified U.S. mail, return receipt requested, postage prepaid, to Zinc at 41 Union Square West, Suite 602, New York NY 10003; or
Email sent to support@zinclearninglabs.com.

Notices to Zinc shall be deemed delivered when actually received by Zinc.

Should You elect to send or receive email communications of any kind to or from Zinc, You represent and warrant to Zinc that Your email service has appropriate and adequate security systems necessary to prevent unauthorized access to outbound or inbound email transmissions.

JURISDICTION; COMPLIANCE WITH LAWS

Except as set forth otherwise herein, Zinc controls and operates the Website from the United States of America and makes no representation that the Website and the Content is appropriate or available for use in other locations. You are responsible for compliance with applicable local laws including, without limitation, all export and import laws. The Content and other information provided on the Website may be subject to export controls imposed by the United States and may not be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) any country to which the U.S. has placed an embargo or that has been designated by the U.S. Government as a “terrorist supporting” county; (b) to anyone in the U.S. Treasury Department’s Specially Designated national list; or (c) to anyone on the U.S. Commerce Department’s Table of Denial Orders or any other U.S. Government list of prohibited or restricted parties. If You download or use or the Website or the Content, You represent and warrant that You are not located in, or under the control of, or a national or resident of any such country or on any such list.

SUBJECT TO THE MANDATORY ARBITRATION PROVISION BELOW, ANY LEGAL ACTION OR PROCEEDING RELATING TO YOUR ACCESS TO, OR USE OF, THE WEBSITE, THE CONTENT OR THIRD PARTY APPLICATIONS SHALL BE INSTITUTED ONLY IN A STATE OF FEDERAL COURT LOCATED IN NEW YORK, NEW YORK, USA. YOU AND ZINC AGREE TO SUBMIT TO THE JURISDICTION OF, AND AGREE THAT VENUE IS PROPER IN THESE COURTS IN ANY SUCH LEGAL ACTION OR PROCEEDING.

ARBITRATION

Any controversy or dispute between You and Zinc (the “parties”) concerning or relating to , the Website and/or the Content, this Agreement and/or all matters or issues collateral thereto shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Any claim shall be made by filing a demand for arbitration within one (1) year following the occurrence first giving rise to the claim. The right and duty of the parties to resolve disputes by arbitration shall be governed exclusively by the Federal Arbitration Act, and arbitration shall take place according to the Commercial Rules of the American Arbitration Association. The arbitration will be held in New York, New York. Each of the parties shall bear all of its own costs of arbitration, except that the fees of the arbitrator shall be divided equally between the parties. The arbitrator shall have no authority to amend or modify the terms of this Agreement or to award punitive or exemplary damages and the award may be enforced by judgment. Before, during, or after arbitration each party shall have the right, without awaiting the outcome of the arbitration, to seek interim injunctive relief from an appropriate court including but not limited to temporary restraining orders or preliminary injunctions. Seeking any such remedies shall not be deemed a waiver of either party’s right to compel arbitration.

WAIVER

SEVERABILITY

If any portion of this Agreement is adjudged invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining portions will remain valid, enforceable, and in effect.

INDEPENDENT CONTRACTOR

Zinc is an independent contractor; nothing in this agreement shall be construed to create a partnership, joint venture, or agency relationship between You and Zinc.

CONTINUED USE DEEMED ACCEPTANCE

ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between You and Zinc with respect to Your use of Website and the Content, and supersedes any and all prior understandings or Agreements between You and Zinc, whether written or oral. You acknowledge that, in providing You access to and use of the Website and the Content, Zinc has relied on Your acceptance of this Agreement.