Terms and Conditions for the ADI Learning Hub
Last updated 4/29/2021
ADI Learning Hub Services
The ADI Learning Hub is a browser-based application that educators can use to provide in-person, remote, and hybrid instruction for students. Educators use the ADI Learning Hub to create classes, enroll their students into a class, and assign investigations (a set of activities or assignments to complete) to the students in a class. Students used the ADI Learning Hub to complete the activities associated with an investigation. As part of these activities, students are able to watch or read content, interact with their peers, submit work ("submissions"), and give feedback to each other (“reviews”). Students are also able to send messages to their teacher, use a dashboard to monitor progress and check when activities are due, see feedback from their teachers on their submissions.
Account and Password
We will provide customer service to help resolve any issues relating to your Account, our Services, and the other use of our software. Customer service may include direct access and communication with an employee(s) of ADI or access to a website describing the use and functionalities of the Services. The extent and nature of such customer service may be determined by ADI in its sole and absolute discretion.
We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data (defined below), including all without limitation end-user-authorized data from learning management systems, customer relationship management or billing management platforms but we cannot guarantee the security of our users’ applications. We reserve the right to terminate a user without notice if we suspect that they are at risk of a security breach. While we cannot ensure that our users follow all the necessary security protocols, we strongly recommend that you adhere to the following minimum-security protocols:
- Use of PCI compliant servers
- Encryption when communicating or storing access credentials to our Service.
It is your responsibility to maintain the security of your Account information, including your login username and password. You must notify us immediately of any breach of security or unauthorized use of your Account. You may never publish, distribute or share your login username or password.
In the event of a security breach that may affect you or anyone on your Service, we’ll notify you of the breach once we have determined, at our discretion, that it occurred and will provide a description of what happened and notify you, and that you’ll promptly notify your affected customers.
Representations and Warranties
ADI represents and warrants that it owns or has permission to provide the Service and any intellectual property rights inhering therein.
You are responsible for all of your and any third-party representatives’ activity in connection with the Service. You shall not (and shall not permit any other party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violate any law or contractual duty;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
- impersonates any person or entity, including any of our employees or representatives; or
- includes anyone’s identification documents or sensitive financial information.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run any form of auto-responder or “spam” on the Service; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies
Privacy and User Data
You agree to follow all laws and regulations when using the Service including, but not limited to, the Family Educational Rights and Privacy Act (“FERPA”), the Children’s Online Privacy Protection Act (“COPPA”), and any applicable state laws regarding the education of minors.
Student Accounts and Use
Educational Organizations and Educators are not permitted to send invitations to students under 18 to create an account in the Service or require students under 18 to use the Service without first obtaining the necessary consent from a parent or guardian that is required by COPPA. If you are an Educational Organization or Educator and elect to use the Service, you are (i) responsible for obtaining any consent from a parent or guardian necessary for students to create an account and use the Service and (ii) agree to only send an invitation to a student under 18 to create an account in the Service once you have obtained the necessary consent from a parent or guardian.
Payments and Billing
Some of the Paid Services may consist of recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges (e.g., monthly or annually) without further authorization from you, until you provide notice (receipt of which is confirmed by us) that you have terminated this authorization or wish to change your Payment Method. Such notice will not affect charges submitted before we reasonably could act.
You must provide current, complete, and accurate information for your Billing Account. You must promptly update all information to keep your billing address current, complete and accurate, and must promptly notify us or your payment processor if your Payment Method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of Paid Services under your Billing Account unless you have terminated your Paid Services as set forth above. We reserve the right to update pricing for our Paid Services or introduce new Paid Services. If a change to our Paid Service occurs, we will: 1) Provide a 30-day notice of the pricing change, allowing you to opt-out of the new price and terminate the Service; 2) Provide no notice and keep your current Paid Services rate by not applying the new pricing schedule (“Legacy Pricing”). ADI at its sole discretion will determine the method used.
Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment, and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
Non-Disclosure of Confidential Information
Confidential Information means any information disclosed by either party or its Representatives (as defined below) to the other party or its Representatives, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment). Confidential Information shall include without limitation technical data, trade secrets and know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets and other business information, and the fact that the parties have entered into this agreement and are having any discussions with respect to a business relationship. Confidential Information may also include information disclosed to a disclosing party by third parties.
Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party or its Representatives; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party or its Representatives from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession. The term “Representative” means, as to any person, such person’s affiliates and its and their respective directors, managers, members, officers, partners, employees, agents, representatives, advisors, controlling persons, consultants. As used in this Agreement, the term “person” shall be interpreted broadly to include, without limitation, any corporation, limited liability company, partnership, other business entity or individual.
Non-use and Non-disclosure. Each party, on behalf of itself and its Representatives, agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship or in the course of an existing business relationship between the parties. Each party, on behalf of itself and its Representatives, agrees not to disclose any Confidential Information of the other party to third parties or to such party’s Representatives, except such Representatives who receive the information with the disclosing party’s approval (which approval shall not be unreasonably withheld) in order to assist the receiving party in evaluating or engaging in discussions concerning the contemplated business relationship. Each party shall be responsible for any breach of this Agreement by its Representatives. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information, and which are provided to the party hereunder. Either party may disclose Confidential Information of the other if required by law or by court or governmental order or process; provided that, to the extent legally permitted, such party must first give the disclosing party prompt written notice of such requirement to permit the disclosing party to seek a protective order or other appropriate relief. In the event that such protective order or other remedy is not obtained, the receiving party or its Representatives shall disclose only that portion of the Confidential Information which the receiving party’s or its Representative’s counsel advises is legally required to be disclosed.
Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its Representatives who have access to Confidential Information of the other party have signed a non- use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such Representatives. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
Ownership of Work
ALL THE SERVICES ARE THE PROPERTY OF ADI, INCLUDING CUSTOM REQUESTS SUBMITTED BY YOU, AND IS INCORPORATED INTO THE PROPRIETARY PROPERTY WITH ALL RIGHTS BEING ASSIGNED TO ADI. YOU ACKNOWLEDGE THAT ALL IDEAS, WORK PRODUCT, CUSTOM REQUESTS, FEATURE IMPROVEMENTS, PRODUCT RECOMMENDATIONS, OR ANY COMMUNICATION TO ADI THAT RESULTS IN THE CONTINUED DEVELOPMENT OF ADI’S CURRENT PRODUCT OR SERVICES, OR THE DEVELOPMENT OF NEW PRODUCTS OR SERVICES (OTHER THAN CUSTOMER DATA), IS THE SOLE PROPERTY OF ADI AND YOU WAIVE ANY RIGHT, INCLUDING THE RIGHT TO ARBITRATION, TO SEEK OWNERSHIP, ROYALTIES OR OTHER MONETARY OR NON-MONETARY CONSIDERATIONS. FOR THE AVOIDANCE OF DOUBT, Customer retains all right, title and interest in and to CUSTOMER DATA, YOUR own products and services and CUSTOMER Trademarks and all Intellectual Property Rights therein.
You agree to allow ADI to line-list you as a customer and use your standard logo for ADI’s promotional and marketing.
Limitation on Liability
EXCEPT IN CONNECTION WITH A PARTY’S BREACH OF ITS CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS HEREUNDER OR INTENTIONAL MISCONDUCT IN NO EVENT SHALL EITHER PARTY, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS BE LIABLE TO THE OTHER PARTY UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE APPLICATION OR SERVICES: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF AMOUNTS PAYABLE BY YOU TO US FOR THE SERVICE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
EXCEPT AS EXPRESSLY PROVIDED HEREIN THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ADI MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET USER’S REQUIREMENTS. IN ADDITION, ADI MAKES NO WARRANTY THAT ANY END USER DATA WILL BE TIMELY, ACCURATE OR COMPLETE. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
We reserve the right, at our sole discretion, to change, suspend, or discontinue an aspect of the Service at any time by posting a notice on the Site or by sending you notice through the Service, via e-mail, as an account notification, or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. Your continued use of the Services following written notification of any changes constitutes acceptance of those changes.