Effective Date of Last Update: January 15, 2018
Knewton, Inc. (“Knewton,” “we,” or “us”) provides, through this website (the “Site”), the ability to access adaptively powered learning experiences using online educational content (“Content”), tools and the other features, functionalities and services we make available as part of the Site (collectively, the “Online Courseware”). The following terms of service (these “terms”) apply to any access or use of the Site or the Online Courseware. Please read them carefully.
1. AGREEING TO THESE TERMS
If you are under 13 years of age, please do not send any information about yourself to us or through the Site, including your name, address, telephone number or e-mail address. In the event that we learn that we have collected personal information from a child, we will delete that information and otherwise comply with the requirements of the Children’s Online Privacy Protection Act and applicable law. If you believe that we might have any information from or about your child, please contact us at email@example.com.
2. ACCESS & REGISTRATION
Access to the Online Courseware may be made available to you via any of the following means:
- The Online Courseware may be integrated with your institution’s learning management system (LMS) in which case you may be given access through a single sign on (SSO) process.
- An institution, professor or administrator may provide you with a URL that takes you directly to the Online Courseware.
- If you purchase the Online Courseware from a bookstore or other third party vendor, they may provide you with a URL that takes you directly to the Online Courseware.
- You may access the Online Courseware directly via the Site.
Regardless of how you access the Online Courseware, you must create a user account with Knewton (a “Knewton Account”) in order to use the Online Courseware. When you create a Knewton Account, we will ask for your name and email and for you to select a user name (which may be your email address) and password for the Knewton Account. You may be able to sign up through a third party account (such as your Google account) where you may permit certain information about you to be sent to us in order to create your Knewton Account. You (i) are responsible for protecting the confidentiality of the user name and password for your Knewton Account, and for all activities that occur under your Knewton Account, (ii) shall not permit others to use your Knewton Account and (iii) shall not use any other user’s Knewton Account. You must immediately notify us (by email to firstname.lastname@example.org) 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 Knewton Account.
Upon creating a Knewton Account, Knewton grants you a revocable, non-exclusive, non-transferable right to access and use those portions of the Online Courseware that Knewton makes available to you during the applicable Subscription Period (as defined below) through a generally available web browser, mobile device or Knewton authorized application solely for personal, educational and related administrative use, in accordance with these terms unless any additional use is expressly permitted by Knewton in writing. You may not transfer the foregoing rights, and any attempt to do so shall cause such rights to automatically terminate.
You may delete your Knewton Account at any time via the Site. In the event that you delete your Knewton Account, Knewton will delete or de-identify your personally identifiable information such as your username and email from our systems. You understand and agree that in some cases, we will need to seek the approval of the Educators (as defined below) at your institution prior to deleting or de-identifying certain information such as gradebook data from our systems and may retain and continue to provide your Educators with access to such information for up to 120 days following a Knewton Account deletion request. If you wish to access or use the Online Courseware following the deletion of your Knewton Account, you will be required to re-register with Knewton and create a new Knewton Account.
Knewton is a global organization based in the United States. Depending on your geographic location, Knewton may transfer, process and store your Knewton Account information to our secure cloud-based service provider based in the United States. The Online Courseware is not intended for non-U.S. residents nor is it targeted to non-U.S. residents. Residents of other countries seeking to create an account in another location should contact email@example.com.
3. COURSE PACKS
The Online Courseware is comprised of certain courses or groups of Content, such as Algebra I, and associated materials known as course packs (each, a “Course Pack”). In order to access a Course Pack, you must (i) purchase or be provided a unique online access code to the Course Pack (each, an “Access Code”) from your institution, your institution’s bookstore or other third party vendor, and activate such Access Code on the Site, (ii) purchase a Course Pack directly from Knewton via the Site in which case the Access Code will automatically be generated and activated on the Site, or (iii) be provided Courtesy Access (as defined below) to the Course Pack by Knewton.
4. SUBSCRIPTIONS & TERMINATION
Each Access Code relates to a subscription granted by Knewton to you to access and use the applicable Course Pack (each, a “Subscription”) during the Subscription Period (as defined below) subject to these terms. Knewton offers both a 2-year Subscription plan and a month-to-month Subscription plan to each Course Pack. The Subscription commences on either (i) the day the Subscription is activated on the Site or (ii) if you requested and were granted Courtesy Access and subsequently purchase a Subscription, the day you were provided Courtesy Access, and in each case it continues for the period relevant to that Subscription plan (i.e. a month or 2 years) (the “Subscription Period”).
The month-to-month Subscription plan gives you full access to the Course Pack and the Online Courseware (e.g., graded homework, goal assignments, analytic reporting) during each month that your Subscription is active. The month-to-month Subscription plan automatically renews each month unless cancelled by you from the subscription management page prior to the next renewal date.
The 2-year Subscription plan gives you full access to the Course Pack and the Online Courseware during the applicable academic term that you have enrolled in the course in which the Course Pack is intended for your use (as determined by your institution or professor) and then limited access to certain non-adaptive content, learning history data and historical recommendations for the remainder of the 2-year Subscription Period following such academic term. Presently, all Access Code purchases made through your institution, your institution’s bookstore or other third party vendor are for the 2-year Subscription plan only.
Knewton, at its sole discretion, may grant you a limited subscription to access and use the applicable Course Pack prior to payment of a subscription fee for a continuous 14-day period (“Courtesy Access”). Courtesy Access is not available for month-to-month Subscription plans. Such Courtesy Access period begins on the day you request Courtesy Access from Knewton. If you would like to continue your access to the applicable Course Pack following the Courtesy Access period, you must purchase a Subscription and activate an Access Code to the applicable Course Pack. You may not request, and Knewton will not grant, Courtesy Access more than once for any individual Course Pack.
The applicable Subscription, and thus your access to the related Course Pack: (a) will automatically terminate at either (1) the end of the Subscription Period of any 2-year Subscription plan or (2) the end of any Courtesy Access period (if applicable) if you 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 you cancel the Subscription via the Site. Knewton may otherwise terminate the account of any user and/or access to any portion of the Online Courseware or any Course Pack as specified in these terms. Upon termination or deletion of your Knewton Account, you will lose access to the Online Courseware and all Course Packs. Any provision of these terms, which by its nature or express terms should survive, will survive any such termination or expiration.
5. FEES & REFUNDS
Each Subscription has an associated fee as provided on the Site, by your institution, or by the bookstore or other third party vendor from which you purchase the Subscription. You are responsible for paying such fees and all applicable taxes, government fees and administrative fees (such as PayPal fees) associated with the purchase of any Subscription. Fees are quoted in US dollars.
If you purchase a month-to-month Subscription, you agree that:
- We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your use of the Course Pack.
- Your payment method will automatically be charged for the fees and taxes applicable to that Subscription Period on the monthly renewal date for your Subscription unless you cancel your Subscription from the subscription management page before the next renewal date.
- We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.
You can get a copy of your invoice through the subscription management page.
All sales of Access Codes via the Site or directly from Knewton and all fees for Subscriptions paid to Knewton are final and nonrefundable. Access Codes purchased by you directly from your institution, a book store or other third party vendor are subject to the refund policy of that third party and may be impacted to the extent that you have activated or used the applicable Course Pack.
Knewton may change the fees for Subscriptions purchased via the Site from time to time, and will communicate any fee changes to you in advance and, if applicable, how to accept those changes. Fee changes for Subscriptions may take effect as soon as the start of the next Subscription Period following the date of the fee change. As permitted by local law, you accept the new price by continuing to use the Course Pack after the fee change takes effect. If you do not agree with the fee change, you have the right to reject the change by cancelling your Subscription via the Site prior to the fee change going into effect. Please therefore make sure you read any such notification of fee changes carefully.
6. CHANGES TO ONLINE COURSEWARE
We are continuously changing and/or updating the Online Courseware and the Site to improve the end user experience. Accordingly, we may add or remove functions, features or Content from the Online Courseware 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 Online Courseware.
7. KNEWTON PROPRIETARY MATERIALS
Our technology allows us to personalize online education for our users by causing the presentation and focus of the course materials to adapt based on the user’s needs and how they learn best, and also by providing analytic reporting to help track the user’s progress. This technology is key to taking full advantage of the Online Courseware.
The Site (including the Online Courseware), our software and technology and any other items (including Content) made available through the Online Courseware (collectively, “Knewton Proprietary Materials”) are the intellectual property of Knewton or our licensors. Except as may be expressly permitted elsewhere in these terms, you shall not copy, distribute, transmit, sell, rent, loan, lease, sublicense, modify, translate, prepare derivative works of, reverse engineer, decompile, disassemble or remove any proprietary notices, labels, or marks from any of the Knewton Proprietary Materials.
We also appreciate your feedback or other suggestions about the Online Courseware and may solicit feedback from you directly through the Site. You understand that we may use this feedback without restriction or any obligation to compensate you for them (just as you have no obligation to offer them).
8. CONTENT LICENSES
The Content and certain trademarks accessible though the Online Courseware are owned by or licensed to Knewton and are subject to copyright and other intellectual property rights under law.
Certain Content includes an attribution to a Creative Commons license. Please refer to the Creative Commons website at creativecommons.org for descriptions of the applicable license types. Content available through the Online Courseware licensed under a Creative Commons license may be accessed, viewed and interacted with by you through the functionality provided by the Online Courseware and in accordance with these terms, and may only be used by you outside of the Online Courseware as provided under the applicable Creative Commons license.
All other Content includes an attribution to a “Knewton Standard License” or other third party license. Where Content is licensed under “Knewton Standard License,” such Content may only be accessed, viewed and interacted with by you through the functionality provided by the Online Courseware and in accordance with these terms. Where Content is licensed under a third party license, such Content may only be accessed, viewed and interacted with by you through the functionality provided by the Online Courseware and in accordance with these terms, and may only be used by you outside of the Online Courseware if and as provided for under the applicable third party license. You agree not to download, reproduce or otherwise copy (including by scraping, spidering, crawling, etc.) any of this Content unless expressly permitted by the functionality of the Online Courseware or the prior written consent of Knewton or the respective licensors of this Content. You agree not to circumvent, disable or otherwise interfere with security-related features of the Online Courseware that prevent or restrict use or copying of any Content or enforce limitations on use of the Online Courseware or the Content.
9. USER PROVIDED CONTENT
Please read this section carefully before posting, uploading, or otherwise submitting any User Content to the Site.
The Online Courseware enables Educators to submit content (including, without limitation, any textual, graphic, audio or video content) to the Site and make available for users within the Online Courseware (“Educator Content”) and users to submit postings and feedback through email and other forms of messaging available as part of the Site (“User Feedback,” and together with Educator Content, “User Content”). 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 Online Courseware.
When you submit Educator Content, you hereby grant (i) Knewton a revocable, non-exclusive, worldwide, paid-up, royalty-free, transferable and assignable license, with the right to grant sublicenses to users, to use, reproduce, display, perform, adapt, modify, sell, distribute, have distributed, promote and otherwise fully exploit such Educator Content in any form, in all media now known or hereinafter created, for educational purposes in connection with the Online Courseware and Knewton's (and its successors' and affiliates') business and (ii) each other user a revocable, non-exclusive worldwide, paid-up, royalty-free, license to access use, reproduce, display, perform, adapt, modify and distribute such Educator Content as permitted through the functionality of the Online Courseware and under these terms. If you submit Educator Content, you represent and warrant that: (i) you have sufficient rights to grant the license that you choose for a given item of Educator Content and (ii) no additional permissions, clearances or licenses are required with respect to any third party content, names and likenesses or other items that may be included in such item of Educator Content.
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 Site.
The license granted by you in the Educator Content you submit will terminate within a commercially reasonable time after you remove or delete your Educator Content from the Online Courseware. You understand and agree, however, that it may not be possible to completely delete all Educator Content from our databases and that Knewton may retain (but not display, distribute, or perform) server copies of your Educator Content that have removed or deleted from the Online Courseware.
We also appreciate User Feedback and may solicit User Feedback from you directly through the Site. You understand that we may use User Feedback without restriction or any obligation to compensate you for them (just as you have no obligation to offer them).
10. USER CONDUCT AND USER CONTENT GUIDELINES
As a condition of use, you promise not to use the Online Courseware for any purpose that is unlawful or prohibited by these terms, or any other purpose not reasonably intended by Knewton. By way of example, and not as a limitation, each user agrees not to use the Online Courseware in any manner that could: (i) damage, impair, disable or overburden the Online Courseware, (ii) in any way interfere with our rights or with any other user’s use and enjoyment of the Online Courseware, (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. Knewton may restrict, suspend or terminate your account if you abuse or misuse the Online Courseware. To the extent interactions with other users of the Online Courseware is permitted, you are solely responsible for your interactions with other users of the Online Courseware. We are not responsible for any damage or harm resulting from interactions between or among users of the Online Courseware.
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 Online Courseware.
- 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 Online Courseware and to refuse any future use of the Online Courseware (or any portion of the Online Courseware) if Knewton 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 Knewton Account, Knewton 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 Site since Knewton is not intended to be a data storage service.
11. USAGE DATA & LEARNING HISTORY
In order for you, your teacher and your institution to use and fully benefit from the Online Courseware, Knewton needs to receive and store information from you regarding your interactions and performance when interacting with the Online Courseware (“Usage Data”). This Usage Data is automatically collected, stored, used and shared by Knewton to deliver the Online Courseware, and may include, but is not limited to, descriptions of Content and problems you have viewed and attempted, problems you have answered correctly or incorrectly, the amount of time spent viewing Content, your scores of quizzes and tests, etc. By using the Online Courseware, you are agreeing to share this Usage Data with your teacher and your institution.
12. SPECIAL TERMS FOR EDUCATORS
The terms in this Section are only applicable to users who are instructors, administrators, faculty members or other authorized personnel of your school or other institution (collectively, “Educators”) that are accessing the Online Courseware. If you are an Educator, you must also create a Knewton Account in order to access and use the Online Courseware. Upon creating a Knewton Account, Knewton will grant you access (either directly or through your institution) to the Course Packs being used by your students, which access will terminate at the end of the applicable academic term in which the Course Pack is intended for use by your students. You may also have access to additional Content, features, functionalities, services and portions of our Site or the Online Courseware that are not otherwise accessible to student users, which may include information about individual student users, during the same period in which you have access to the related Course Pack (subject to our obligation to retain personally identifiable information under applicable privacy laws). You agree that you will access and use such information and the Online Courseware solely to the extent necessary for you to perform your services as an Educator at your institution and will not disclose such information except in connection with the foregoing or as otherwise permitted herein, or as permitted in a separate agreement between Knewton and your institution. Where Knewton does not have an agreement directly with your institution, you acknowledge that you are notifying your institution of these terms and accepting them on your institution’s behalf.
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 ONLINE COURSEWARE (INCLUDING THE CONTENT) 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, ALL WITH REGARDS TO YOUR USE OF THE ONLINE COURSEWARE (INCLUDING THE CONTENT). ANY USE OF THE ONLINE COURSEWARE (INCLUDING THE CONTENT) IS AT YOUR SOLE RISK.
WITHOUT LIMITING THE FOREGOING, KNEWTON DOES NOT WARRANT THAT (i) THE ONLINE COURSEWARE WILL MEET ANY PARTICULAR REQUIREMENTS, (ii) THE ONLINE COURSEWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, INVULNERABLE TO CHEATING, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ONLINE COURSEWARE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY CONTENT, SERVICES OR OTHER ITEMS OBTAINED THROUGH THE ONLINE COURSEWARE WILL MEET YOUR OR ANY USER’S EXPECTATIONS, OR (v) ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED. KNEWTON 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.
15. LIMITATION OF LIABILITY
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. 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 THESE TERMS AND/OR THE ONLINE COURSEWARE. IN NO EVENT WILL KNEWTON’S AGGREGATE, CUMULATIVE LIABILITY TO YOU ARISING FROM OR RELATING TO THESE TERMS AND/OR THE ONLINE COURSEWARE EXCEED THE AMOUNTS YOU HAVE PAID TO ACCESS THE ONLINE COURSEWARE (IF ANY) DURING THE TWELVE (12) MONTHS 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.
You agree that you will not participate in a class action or class-wide litigation for any claims covered by these terms or associated with the Online Courseware. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another user’s use of the Online Courseware.
You agree to indemnify, defend and hold harmless Knewton, 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.
17. CHANGES TO THESE TERMS
We reserve the right to make changes to these terms by posting such changes on the Site or through the Online Courseware or notifying you directly using the contact information in your Knewton 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 Online Courseware 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 Online Courseware or these terms, you may terminate these terms at any time by deleting your Knewton Account and discontinuing use of the Online Courseware.
Knewton may communicate any notices to users, including notices of changes to these terms, through e-mail, regular mail or by posting of those notices on the Site or through the Online Courseware. You may contact us here, or via mail or courier at: Knewton, Inc. ATTN: Legal Department, 100 5th Ave., New York, NY 10011 USA.
19. GOVERNING LAW AND VENUE
You agree that: (i) the Online Courseware shall be deemed solely based in New York; and (ii) the Online Courseware shall be deemed a passive website that does not give rise to personal jurisdiction over Knewton, either specific or general, in jurisdictions other than New York. These 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 Online Courseware or these terms must be filed within 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 Online Courseware or these terms.
20. COPYRIGHT COMPLAINTS
Knewton respects the intellectual property rights of others. It is our policy to respond promptly any claim that Content provided on the Site or included in the Online Courseware infringes the copyright or other intellectual property rights (“Infringement”) of any person. If you believe any Content provided on the Site or included in the Online Courseware infringes your copyright, please contact our Copyright Agent, as detailed below, with the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site;
- Your address, telephone number and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.
Knewton will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property law and these terms where it believes an Infringement has taken place, including removing or disabling access to the Content claimed to be infringing and/or terminating user accounts and access to the Site. If you are uncertain whether an activity constitutes Infringement, we recommended seeking advice of an attorney.
To contact our Copyright Agent by regular mail, fax, or email, please write to: Knewton, Inc. Attn: Copyright Agent 100 5th Ave. New York, NY 10011 Email: firstname.lastname@example.org Fax: 212-372-7531
Any failure by Knewton 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.