Project Wayfinder Terms of Use

 

1.         Acceptance of Terms. By using Project Wayfinder services, including the Project Wayfinder website and all content, information and functionality available through the Wayfinder Teacher Login (collectively referred to as the "Services"), you agree to be bound by the following terms and conditions of use ("Terms of Use") and the Project Wayfinder privacy policy ("Privacy Policy"), available at www.projectwayfinder.com/privacy-policy incorporated herein by reference. These Terms of Use and the Privacy Policy apply to your use of the Services. Please do not use the Services if you do not agree to be bound by both the Terms of Use and Privacy Policy.

Project Wayfinder reserves the right to modify or revise its Terms of Use and/or Privacy Policy, in its sole discretion, at any time. Your continued use of the Services indicates your agreement to be bound by any and all subsequent modifications or revisions. Project Wayfinder will attempt to notify users whenever it modifies or revises the Terms of Use and/or Privacy Policy, however, we reserve the right to make such modifications or revisions without prior notice to you. Project Wayfinder recommends that users review the most up-to-date version of the Terms of Use and Privacy Policy periodically at www.projectwayfinder.com.

Project Wayfinder may discontinue, temporarily or permanently, the Services for any reason, at our sole discretion, with or without notice to you

 

2.         Eligibility. You represent and warrant that you are capable of entering into the terms, conditions, obligations, affirmations, representations and warranties as set forth in the Terms of Use and Privacy Policy. Children under the age of 13 years of age are not eligible to use the Services. Please see our Privacy Policy.

 

3.         Creation of an Account. When you sign up for a Wayfinder Teacher Login or other service or promotion that requires registration, we ask you to create a user name and password and provide certain other personal information (such as your first and last name, and email address). Your personal information will be protected by Project Wayfinder in accordance with the terms of its Privacy Policy.

 

4.         Account Security. You understand and agree that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you will be solely responsible to Project Wayfinder for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you shall notify Project Wayfinder immediately through this website.

 

5.         Use of the Services. You agree to use the Services only for purposes that are permitted by these Terms of Use. You further agree that you shall not do any of the following in connection with your use of the Services: (a) access (or attempt to access) the Services by any means other than through the interface that is provided by Project Wayfinder, unless you have been specifically allowed to do so in a separate agreement with Project Wayfinder; (b) access the Services through any automated means (including use of scripts or web crawlers), and shall ensure that you comply with the instructions set out in any robots.txt file present as part of the Services; and (c) engage in any activity that interferes with or disrupts the Services (or the servers and networks which are used in connection with the Services). You understand that by using the Services, you may be exposed to material that you may find offensive or objectionable and that, in this respect, you use the Services at your own risk.

 

6.         Project Wayfinder Intellectual Property Rights. You acknowledge that Project Wayfinder retains ownership of all right, title and interest in and to any curricula, games, training materials, assessment tools, reference documents, and other materials (collectively, “Materials”). Project Wayfinder may make Materials available in various ways, including, without limitation, through presenting Materials at training or consultation sessions, enabling you to download Materials from Project Wayfinder websites and file-sharing sites, and providing you with access to interactive websites. You acknowledge that Project Wayfinder retains all intellectual property rights therein and thereto (including without limitation, all patent rights, design rights, copyrights and trade secret rights) subject to the limited license granted to you in these Terms of Use and/or any written agreement between you (and/or your educational organization) and Project Wayfinder. You agree not to (i) copy, modify, or reverse engineer any Materials, make derivative works based upon the Materials, or use the Materials to develop any products, without Project Wayfinder’s prior written approval, or (ii) sell, license, rent, or transfer Materials to any third party.

You further acknowledge: (a) you have no interest in Project Wayfinder’s logo and other marks; (b) Project Wayfinder will remain the sole owner of interest in its marks; and (c) all goodwill in Project Wayfinder’s marks will inure solely to the benefit of Project Wayfinder. You will comply with any reasonable trademark guidelines of Project Wayfinder.

 

7.         Limited License. Project Wayfinder hereby grants to you and you accept a non-transferable, non-exclusive license to use Materials, subject to the terms and conditions set forth herein, as applicable. You may use, copy, adapt, and distribute the Materials only for purposes of program implementation which is, expressly, the subject of these Terms of Use and/or any written agreement between you (and/or your educational organization) and Project Wayfinder. Customer must obtain prior written approval from Project Wayfinder to use Materials for any other purpose, including sharing any part of the Materials for non-commercial purposes with other schools, districts, teachers, and the like (such as at workshops or conferences). Under no circumstances may you distribute any Materials for any purposes intended or directed toward commercial advantage or monetary compensation or distribute outside your educational organization any customer-created derivatives or revisions of any Materials.

 

8.         Ownership of Work Product. With the exception of any of customer’s Confidential Information (as such term is defined below) or pre-existing intellectual property, and work produced as part of Project Wayfinder student projects, you acknowledge that Project Wayfinder shall solely and exclusively own all intellectual property rights it develops, whether alone or jointly with others, in connection with the Services and/or under any written agreement between you (and/or your educational organization) and Project Wayfinder along with all derivative works thereof (the “Work Product”). You hereby assign to Project Wayfinder, all right, title and interest (including, without limitation, all patent rights, design rights, copyrights and trade secrets) in any modifications or improvements to Materials which you may propose or make as part of the Services. To the extent you grant Project Wayfinder the right to use any pre-existing customer-owned intellectual property or content in the Work Product, you grant to Project Wayfinder a non-exclusive, worldwide, royalty free, perpetual license for use of such intellectual property and/or content in the Work Product. You acknowledge that you have no rights to Materials provided to you or to the Work Product other than with respect to their separate use as limited by these Terms of Use and/or any written agreement between you (and/or your educational organization) and Project Wayfinder.

 

9.         Confidential Information. “Confidential Information” shall include, by way of example but without limitation, business plans, data, know-how, financial information, artwork, formulas, algorithms, processes, designs, sketches, photographs, plans, drawings, product concepts, specifications, samples, reports, vendor, customer and distributor names, pricing information, market definitions, inventions, and ideas. The parties agree that the following information shall be included, without limitation, in the definition of Confidential Information:  (A) schematics, techniques, development tools and processes, computer printouts,  computer  programs,  design  drawings  and  manuals,  and   improvements; (B) information about costs, profits, markets, and sales; (C) plans for future development and new product concepts; and (D) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to you by Project Wayfinder (or any affiliate of it), as well as written or verbal instructions or comments. Confidential Information does not include student projects created as part of the Project Wayfinder curriculum. Similarly, Project Wayfinder does not claim ownership of any intellectual property rights or any other proprietary interests associated with such student projects.

You  understand and acknowledge that Project Wayfinder has developed its Confidential Information through the expenditure of substantial time and money, that Project Wayfinder desires to retain the same in trust and confidence and to withhold access thereto from third parties, and that the commitments set forth herein are a condition precedent to your use of the Services.

 

            (a)        Nondisclosure. You: (a) will use all reasonable efforts (but in any event not less than those employed for safeguarding its own Confidential Information) to keep Confidential Information from Project Wayfinder and/or any knowledge which may be imparted through examination thereof or working therewith confidential; and (b) will not, except as specifically authorized in writing by Project Wayfinder, (i) communicate such Confidential Information and/or knowledge to any third party or any employee, agent, or consultant of yours, unless such employee, agent, or consultant reasonably requires access thereto and has undertaken an obligation of confidentiality with respect to trade secrets of others entrusted to him or  her, or (ii) utilize such Confidential Information and/or knowledge for any purpose other than furthering a business relationship with Project Wayfinder and/or internal evaluation. No copies, reproductions or other images of Confidential Information may be made unless approved in writing by Project Wayfinder.

 

            (c)        Exceptions. You will not be required to treat information as Project Wayfinder’s Confidential Information if such information: (a) was already lawfully known to you at the time of receipt thereof from Project Wayfinder, as shown by documents or other tangible evidence in your possession; (b) either had been published or was otherwise available to the public at the time of its receipt by you from Project Wayfinder; (c) is subsequently disclosed to you without any duty of confidentiality by a third party  having the legal right to do so; (d) subsequently becomes published or available to the public other than by a breach of these Terms of Use and/or any written agreement between you (and/or your educational organization) and Project Wayfinder; (e) is subsequently developed by you independently of any disclosure to it by Project Wayfinder, as shown by documents or other tangible evidence in your possession; or (f) is subsequently intentionally disclosed by Project Wayfinder to a third party without any duty of confidentiality. Exceptions (c), (d), (e), and (f) will apply only as of the respectively stated subsequent events.

You shall not be restricted from disclosing Project Wayfinder’s Confidential Information pursuant to a judicial or governmental order, but any such disclosure shall be made only to the extent so ordered and provided only that you: (i) shall timely notify Project Wayfinder so that it may intervene in response to such order, or (ii) if timely notice cannot be given, shall seek to obtain a protective order from the court or government for such information.

 

10.       Copyright Infringement Policy. If you believe that your work has been copied and posted on the Project Wayfinder website in a way that constitutes copyright infringement, please provide our Copyright Agent 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 Project Wayfinder website (and such description must be reasonably sufficient to enable Project Wayfinder to find the alleged infringing material);

  • your address, telephone number and email address;

  • a written 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 authorized to act on the copyright owner's behalf.

Notice of claims of copyright infringement should be provided to the Project Wayfinder Copyright Agent at info@projectwayfinder.com or the following address:

Project Wayfinder
Attn: Copyright Agent
1300 Evelyn Avenue
Berkeley, CA 94702

 

11.       Software Updates. The software that you use may automatically download and install updates from time to time from Project Wayfinder. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Project Wayfinder to deliver these to you) as part of your use of the Services.

 

12.       Indemnification. You agree to defend, indemnify and hold Project Wayfinder, its affiliates, and its and their directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Services, including the forums, any content or other material you contribute as part of the Services, or your breach or violation of the law or of these Terms of Use, and/or the Privacy Policy. Project Wayfinder reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Project Wayfinder’s defense of such claim.

 

13.       Disclaimer of Warranties.

            (a)        The Services, including, without limitation, all content, functions and materials contained or available thereon, is provided "as is," "as available", without warranty of any kind, either express or implied, including, without limitation, any warranty for information, data, data processing services, uptime or uninterrupted access, availability, accuracy, usefulness, or content of information, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose. We hereby disclaim any and all such warranties, express and implied. Project Wayfinder also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to or use of the Services or your downloading of any materials from the Services. If you are dissatisfied with the Services, your sole remedy is to discontinue using the Services.

            (b)        We make third party opinions, advice, statements, offers, or other third party information or content available as part of the Services (“Third Party Content”). All Third Party Content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Project Wayfinder does not: (i) guarantee the accuracy, completeness, or usefulness of any Third-Party Content which may be part of the Services, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears as part of the Services. Under no circumstances will Project Wayfinder or its affiliates be responsible or liable for any loss or damage resulting from your reliance on information or other content posted on or available from any part of the Services.

 

14.       Limitation of Liability. In no event, including but not limited to negligence, shall Project Wayfinder, any of its affiliates, or any of their directors, officers, employees, agents or content or service providers (including moderators or administrators) (collectively, the "protected entities") be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Services or the content, materials and functions related thereto; your provision of information via the Services, including the forums; or in connection with any content posted, transmitted, exchanged or received by or on behalf of any user or other person on or through the Services, even if such protected entity has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above limitations may not apply to certain users to the extent required by applicable law.

 

15.       Applicable Law. We control and operate the Services from our offices in the United States of America. We do not represent that materials which are part of the Services are appropriate for use in other locations. Persons who choose to access the Services from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. The laws of the State of California will govern these Terms of Use, as well as any claim that might arise between you and us, without regard to any conflict of law provisions.

 

16.       No Waiver. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

 

17.       Termination. Project Wayfinder may terminate, change, suspend or discontinue any aspect of the Services at any time. Project Wayfinder may restrict, suspend or terminate your access to the Services if we believe you are in breach of our Terms of Use, Privacy Policy or applicable law, or for any other reason without notice or liability. Additionally, Project Wayfinder may terminate the privileges of users who are repeat infringers of intellectual property rights.

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