Terms of Use

Overview

Welcome to the KIPP-BetterLesson Platform, a customized content management and collaboration platform, developed by Better Lesson LLC (“BetterLesson”) for KIPP Foundation for use by independently operated KIPP public schools (“KIPP Schools”), which, in addition to including the services and software applications that are part of BetterLesson’s main website at betterlesson.com, include certain KIPP-specific features and content available only to KIPP Authorized Users.

A KIPP authorized user is an educator, above the age of 18, who is presently an employee or contractor of a KIPP School, or an individual who is otherwise authorized, in writing, by an official KIPP School administrator, to access the KIPP-BetterLesson Platform (“KIPP Authorized User” or “You” or collectively “Users”).

The following are terms of a legal agreement (“Terms”) between you, as a KIPP Authorized User, and BetterLesson. By accessing, browsing, or using the KIPP-BetterLesson Platform, you acknowledge that you have read, understand, and agree to be bound by these Terms.

With respect to your use of the KIPP-BetterLesson Platform, these Terms supersede the Terms of Use set forth on BetterLesson’s main website at betterlesson.com.

If you do not agree to these Terms or if you are not a KIPP Authorized User, please immediately terminate your use of the KIPP-BetterLesson Platform.

General

1. Eligibility. The KIPP-BetterLesson Platform is not available to persons under the age of 18 or to any users previously suspended or removed from the KIPP-BetterLesson Platform by KIPP Schools or by BetterLesson. BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE KIPP-BETTERLESSON PLATFORM, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE KIPP-BETTERLESSON PLATFORM AND THAT YOU ARE A KIPP AUTHORIZED USER, AS DEFINED ABOVE. The content on the KIPP-BetterLesson Platform is only available for personal noncommercial use for end users only, and any other use is strictly prohibited.

The KIPP-BETTERLESSON PLATFORM IS A PLATFORM FOR EDUCATORS. Students may not access content from the KIPP-BetterLesson Platform. STUDENT ACCESS IS STRICTLY PROHIBITED. Any student who is discovered to be pretending to be an educator, impersonating an educator, or making fraudulent claims to be an educator will be immediately removed from the KIPP-BetterLesson Platform and subject to disciplinary actions within his/her school and may become subject to civil or criminal liability.

2. Privacy. Your privacy is important to BetterLesson. The KIPP Authorized Users Privacy Policy (“Privacy Policy”), which is available for viewing on the KIPP-BetterLesson Platform is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully for information relating to BetterLesson’s collection, use, and disclosure of your personal information.

3. Individual Features and Services. When using the KIPP-BetterLesson Platform, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into these Terms.

4. Modification of these Terms. BetterLesson reserves the right to change, modify, add, or remove portions of these Terms, with the prior written consent of the KIPP Foundation.

Any proposed change(s) to the Terms shall be posted on the KIPP-BetterLesson Platform and will become effective on the 31^st day after posting. Your continued use of the KIPP-BetterLesson Platform after the posting of changes constitutes Your binding acceptance of such changes. BetterLesson will always make reasonable efforts to notify you if there are changes to these Terms.

5. Digital Millennium Copyright Act. Please note that KIPP Foundation and BetterLesson respect authors’ and content holders’ rights, and it is BetterLesson’s policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). For more information, please see BetterLesson’s DMCA Notification Guidelines, posted at the end of these Terms.

Please note that BetterLesson will promptly terminate without notice any KIPP Authorized User’s access to the KIPP-BetterLesson Platform if that User is determined by BetterLesson to be a “repeat infringer.” A repeat infringer is a KIPP Authorized User who has been notified by BetterLesson of infringing activity violations more than twice and/or who has had their User Content (defined below) or any other user-submitted content removed from the KIPP-BetterLesson Platform more than twice.

Please also note that KIPP Schools do not tolerate the unauthorized use of copyrighted materials and that any such use is in direct violation of these Terms.

6. KIPP-BetterLesson Platform License Grant

6.1 License Grant to Upload. Subject to your compliance with the terms and conditions set out in these Terms, BetterLesson hereby grants to you a personal, limited, non-exclusive, non-transferable, freely revocable license to use the KIPP-BetterLesson Platform for the uploading and distributing of authorized digital content, including electronic documents (“User Content”).

Content is uploaded at your own risk. Notwithstanding any obligations hereunder of BetterLesson to protect User Content with security measures, BetterLesson cannot guarantee that there will be no unauthorized copying or distribution of User Content nor will BetterLesson or KIPP Schools be liable for any copying or usage of the User Content not authorized by BetterLesson.

6.2 License Grant to Download. Subject to your compliance with the terms and conditions set out in these Terms, BetterLesson hereby grants to you a personal, limited, non-exclusive, non-transferable, freely revocable license to view and download User Content solely through the KIPP-BetterLesson Platform subject to the license under which such User Content is distributed.

6.3 Prevention of Unauthorized Use. BetterLesson reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the KIPP-BetterLesson Platform, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

7. User Content License Grant; Representations and Warranties.

7.1 Retention of Ownership. You retain all of your ownership rights in User Content owned by you. The default license for all User Content is Creative Commons: Attribution-Noncommercial 3.0 United States, provided that to the extent these Terms are more restrictive than the Creative Commons license, these Terms supersede the Creative Commons license.

7.2 License Grant to BetterLesson. Unless otherwise agreed to in a separate written agreement between you and BetterLesson that was signed by an authorized representative of BetterLesson:

a) By uploading your User Content through the KIPP-BetterLesson Platform, you hereby grant to BetterLesson a non-exclusive, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, compress or convert for distribution, and otherwise exploit your User Content, solely in order make such User Content available to (i) other KIPP Authorized Users, (ii) users of the BetterLesson Platform who are your “BetterLesson Colleagues”, and (iii) users of the BetterLesson Platform with whom you are in a “BetterLesson Network”, and (iv) all users of the BetterLesson Platform, but only with respect to your User Content that KIPP has permitted BetterLesson to share with all such users as “Featured KIPP Content.”

b) Subject to section 7.3, below, the license granted by you in Section 7.2(a), above, terminates as to a specific piece of User Content once you remove or delete such User Content from the KIPP-BetterLesson Platform or once such User Content is removed by BetterLesson per Section 5 or once it is no longer deemed “Featured KIPP Content” by KIPP.

c) By uploading User Content, you hereby warrant that your User Content is free of any digital rights management, including any software designed to limit the number of times User Content may be copied or played.

7.3 License Grant to other KIPP Authorized Users. By distributing or disseminating User Content through the KIPP-BetterLesson Platform, you hereby grant to (i) each KIPP Authorized User, (ii) each user who is your "BetterLesson Colleague", (iii) each user who is a valid member of the same “BetterLesson Network" as you, and (iv) each Better Lesson Platform user (but only with respect to your Featured KIPP Content), a non-exclusive license to access and use your User Content under the terms indicated by you when you uploaded such User Content. Notwithstanding the foregoing, you hereby grant to each KIPP Authorized User that is authorized to access your User Content at least a limited, non-exclusive, personal license to view and download such User Content in the manner contemplated by these Terms and the KIPP-BetterLesson Platform. The foregoing license granted by you terminates as to a specific piece of User Content once you remove or delete such User Content from the KIPP-BetterLesson Platform provided, however, that User rights to such User Content arising out of distributions occurring on or prior to deletion of such User Content from the KIPP-BetterLesson Platform survive any termination or expiration of the license granted in this section 7.3. Subject to the foregoing, and unless you otherwise specify on the User Content that you upload, the default license for all of your User Content that you upload will be Creative Commons: Attribution-Noncommercial 3.0 United States. You may specify a license grant on the User Content that you upload that is more restrictive that what is set forth above in this Section 7.3.

7.4 User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing them. By uploading and publishing your User Content, you affirm, represent, and warrant that:

(a) You have read and agreed to the terms and conditions of the KIPP Privacy Policy;

(b) You are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize BetterLesson and BetterLesson’s Users to use your User Content as necessary to exercise the licenses granted by you in this section and in the manner contemplated by BetterLesson and these Terms;

(c) Your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, or libel any other person; and

(d) Your User Content, to the best of your knowledge, does not contain any viruses, adware, spyware, worms, or other malicious code.

Violators of these third-party rights may be subject to criminal and civil liability. BetterLesson reserves all rights and remedies against any Users who violate these Terms.

7.5 User Content Disclaimer. You understand that when using the KIPP-BetterLesson Platform you will be exposed to User Content from a variety of sources, and that BetterLesson is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against BetterLesson with respect thereto. BetterLesson does not endorse any User Content or any opinion, recommendation or advice expressed therein, and BetterLesson expressly disclaims any and all liability in connection with User Content. If notified by a User or a content owner of User Content that allegedly does not conform to these Terms, BetterLesson may investigate the allegation and determine in its sole discretion whether to remove the User Content, which it reserves the right to do at any time and without notice. For clarity, BetterLesson does not permit copyright infringing activities on the KIPP-BetterLesson Platform.

8. Prohibited Conduct. BY USING THE KIPP-BETTERLESSON PLATFORM YOU AGREE NOT TO:

8.1 use the KIPP-BetterLesson Platform for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the KIPP-BetterLesson Platform as such services are offered by BetterLesson;

8.2 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in section 12, below);

8.3 post, upload, or distribute any defamatory, libelous, or inaccurate User Content or other content;

8.4 post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, invasive of another’s privacy, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;

8.5 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the KIPP-BetterLesson Platform accounts of others without permission, forge another persons’ digital signature, misrepresent the source, identity, or content of information transmitted via the KIPP-BetterLesson Platform, or perform any other similar fraudulent activity;

8.6 delete the copyright or other proprietary rights on the KIPP-BetterLesson Platform or User Content;

8.7 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the KIPP-BetterLesson Platform. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;

8.8 use the KIPP-BetterLesson Platform for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

8.9 defame, harass, abuse, threaten or defraud Users of the KIPP-BetterLesson Platform, or collect, or attempt to collect, personal information about Users or third parties without their consent;

8.10 use the KIPP-BetterLesson Platform if you are under the age of 18 years old;

8.11 remove, circumvent, disable, damage or otherwise interfere with security-related features of the KIPP-BetterLesson Platform or User Content, features that prevent or restrict use or copying of any content accessible through the KIPP-BetterLesson Platform, or features that enforce limitations on the use of the KIPP-BetterLesson Platform or User Content;

8.12 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the KIPP-BetterLesson Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

8.13 modify, adapt, translate or create derivative works based upon the KIPP-BetterLesson Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

8.14 intentionally interfere with or damage operation of the KIPP-BetterLesson Platform or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;

8.15 relay email from a third party’s mail servers without the permission of that third party;

8.16 use any robot, spider, scraper, or other automated means to access the KIPP-BetterLesson Platform for any purpose or bypass any measures BetterLesson may use to prevent or restrict access to the KIPP-BetterLesson Platform;

8.17 forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the KIPP-BetterLesson Platform;

8.18 interfere with or disrupt the KIPP-BetterLesson Platform or servers or networks connected to the KIPP-BetterLesson Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the KIPP-BetterLesson Platform; or

8.19 post, upload or distribute marketing material, advertisements, spam, content designed to aid search engine optimization, content in HTML format with links or redirects, or other commercial content that detracts from the KIPP-BetterLesson Platform experience;

8.20 impersonate an educator or fraudulently pretend to be an educator.

9. Your KIPP-BetterLesson Platform Account

When you use the KIPP-BetterLesson Platform to upload and/or download content or any products, services, or information from BetterLesson, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to BetterLesson on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify BetterLesson. You may be liable for the losses incurred by BetterLesson or others due to any unauthorized use of your KIPP-BetterLesson Platform account.

10. Third-Party Sites, Products and Services; Links.

The KIPP-BetterLesson Platform may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). BetterLesson and KIPP Schools do not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the KIPP-BetterLesson Platform are solely between you and such advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.

11. Termination; Terms Violations.

11.1 BetterLesson Rights. You agree that BetterLesson, at any time after consultation with the KIPP Foundation and/or the KIPP School where you are employed and/or a contractor, may terminate your KIPP-BetterLesson Platform account (or any part thereof) or your use of the KIPP-BetterLesson Platform and remove and discard all or any part of your account, User profile, and any User Content.

You agree that BetterLesson may immediately terminate your account upon receiving an email from the KIPP Foundation or from an official KIPP School administrator requesting immediate termination of your account.

You agree that by posting User Content that violates KIPP Privacy Policy, your account may be immediately terminated and that such posting may be shared with KIPP Schools and/or law enforcement agencies for further investigation or as evidence in civil or criminal proceedings.

You agree that your account may terminate automatically upon your final day of employment with a KIPP School or you otherwise cease to be a KIPP Authorized User.

If your account on the KIPP-BetterLesson Platform is terminated or if you cease to be a KIPP Authorized User, BetterLesson may, at its discretion and subject to your approval, maintain an account for you on the non-KIPP portion of the BetterLesson website, provided that if such an account requires payment to BetterLesson you are responsible for any such payments. In this case, you will no longer have access to KIPP-specific content or features of the KIPP-BetterLesson Platform.

You agree that any termination of your access to the KIPP-BetterLesson Platform or any account you may have or portion thereof may be effected without prior notice to you, and you agree that BetterLesson will not be liable to you or any third party for any such termination.

Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies BetterLesson may have at law or in equity. As discussed herein, BetterLesson does not permit copyright infringing activities on the KIPP-BetterLesson Platform, and will terminate access to the KIPP-BetterLesson Platform, and remove all User Content or other content submitted by any Users who are found to be repeat infringers.

11.2 Your Rights.

Your only remedy with respect to any dissatisfaction with (i) the KIPP-BetterLesson Platform, (ii) any term or condition in these Terms, (iii) any policy or practice of BetterLesson in operating the KIPP-BetterLesson Platform, or (iv) any content or information transmitted through the KIPP-BetterLesson Platform, is to terminate these Terms and your account. You may terminate these Terms at any time by discontinuing use of any and all parts of the KIPP-BetterLesson Platform.

11.3 User Content.

Subject to section 7.3 above, upon termination of this agreement by you or BetterLesson, BetterLesson will discontinue prospective hosting and distribution of your User Content.

12. Ownership; Proprietary Rights. Except for certain intellectual property owned by KIPP Foundation (“KIPP Intellectual Property”), the KIPP-BetterLesson Platform is owned and operated by BetterLesson and access to the KIPP-BetterLesson Platform is licensed to KIPP Schools. In addition to the KIPP Intellectual Property, the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, services, and all other elements of the KIPP-BetterLesson Platform provided by BetterLesson (the “BetterLesson Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws.

Except for any User Content that are provided and owned by Users, all KIPP Intellectual Property and BetterLesson Materials contained on the KIPP-BetterLesson Platform are the property of the KIPP Foundation or BetterLesson or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to the KIPP Foundation or BetterLesson or its affiliates and/or third-party licensors. Except as expressly authorized by BetterLesson, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the KIPP Intellectual Property Rights or BetterLesson Materials. BetterLesson reserves all rights not expressly granted in these Terms.

13. Family Educational Rights and Privacy Act (FERPA)

You agree to comply with your participating KIPP School's FERPA records policies and procedures, including but not limited to:

13.1 obtaining prior written consent of the parent of any student whose personally identifiable information you intend to upload to the KIPP-BL Platform;

13.2 obtaining prior written consent of the parent of any student whose personally identifiable information you view on the KIPP-BL Platform and intend to disclose to others;

13.3 verifying prior to disclosure of directory information that the parent of any student whose directory information you intend to disclose has not provided written notice to the student's KIPP School directing the school to withhold directory information; and

13.4 completing all necessary forms required by the KIPP School's records custodian prior to uploading or disclosing student educational records.

14. Indemnification. You agree to indemnify, save, and hold KIPP Foundation, BetterLesson, and their respective affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your willful misuse of the KIPP-BetterLesson Platform, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. BetterLesson reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify BetterLesson, and you agree to cooperate with BetterLesson’s defense of these claims. BetterLesson will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. KIPP Foundation, as a third party beneficiary to these Terms, will have the right to assume the exclusive defense and control of any matter for which you are required to indemnify KIPP Foundation, and you agree to cooperate with KIPP Foundation’s defense of these claims.

15. Disclaimers; No Warranties.

15.1 No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BETTERLESSON, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BETTERLESSON OR THROUGH THE KIPP-BETTERLESSON PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 15, THE TERM BETTERLESSON INCLUDES BETTERLESSON’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.

15.2 “As is” and “As available” and “With All Faults”. YOU EXPRESSLY AGREE THAT THE USE OF THE KIPP-BETTERLESSON PLATFORM IS AT YOUR SOLE RISK. THE KIPP-BETTERLESSON PLATFORM AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT (INCLUDING COMMERCIAL CONTENT), REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE KIPP-BETTERLESSON PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

15.3 Platform Operation and User Content. BETTERLESSON, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, CONTENT (INCLUDING COMMERCIAL CONTENT), FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE KIPP-BETTERLESSON PLATFORM OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL APP . 'Controller' . DS . 'Component' AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

15.4 Accuracy. BETTERLESSON, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE KIPP-BETTERLESSON PLATFORM OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

15.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE KIPP-BETTERLESSON PLATFORM OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

15.6 Uploaded Content. THE SECURITY MEASURES USED TO PROTECT USER CONTENT USED BY BETTERLESSON HEREIN ARE USED IN CONJUNCTION WITH THE USER CONTENT ‘AS-IS’ AND WITH NO ASSURANCES THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.

16. Limitation of Liability and Damages.

16.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL BETTERLESSON OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS (INCLUDING USER CONTENT AND COMMERCIAL CONTENT) ON THE KIPP-BETTERLESSON PLATFORM OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH BETTERLESSON, EVEN IF BETTERLESSON OR A BETTERLESSON AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Limitation of Damages. IN NO EVENT WILL BETTERLESSON OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OF THE KIPP-BETTERLESSON PLATFORM OR YOUR INTERACTION WITH OTHER KIPP-BETTERLESSON PLATFORM USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE KIPP-BETTERLESSON PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

16.3 Reference Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN BETTERLESSON AND RECEIVED THROUGH OR ADVERTISED ON THE KIPP-BETTERLESSON PLATFORM OR RECEIVED THROUGH ANY REFERENCE SITES.

16.4 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT BETTERLESSON HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND BETTERLESSON, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND BETTERLESSON. BETTERLESSON WOULD NOT BE ABLE TO PROVIDE THE KIPP-BETTERLESSON PLATFORM TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

16.5 Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

17. United States Export Controls.

You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms are contingent on your compliance with this provision.

18. Miscellaneous.

18.1 Notice. BetterLesson may provide you with notices, including those regarding changes to these Terms, by email, regular mail or postings on the KIPP-BetterLesson Platform. Notice will be deemed given forty-eight hours after email is sent, unless BetterLesson is notified that the email address is invalid. Alternatively, BetterLesson may give you legal notice by mail to a postal address, if provided by you through the KIPP-BetterLesson Platform. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the KIPP-BetterLesson Platform is deemed given 30 days following the initial posting.

18.2 Waiver. The failure of BetterLesson to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by BetterLesson.

18.3 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law.

18.4 Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms will be filed only in the state or federal courts in and for New York County, New York, and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.

18.5 Severability. If any provision of these Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

18.6 Assignment. These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by BetterLesson without restriction. Any assignment attempted to be made in violation of this Terms of Use shall be void.

18.7 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, sections 5, 6.5, and 7 through 18.

18.8 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

18.9 Entire Agreement. This is the entire agreement between you and BetterLesson relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by BetterLesson as set forth in section 4 above.

18.10 Claims. YOU AND BETTERLESSON AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE KIPP-BETTERLESSON PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

18.11 Disclosures. The services are offered by BetterLesson Inc., located at: BetterLesson.com,

1 Camp Street, Cambridge, MA 02140 and email: support@betterlesson.com. If you are a Massachusetts resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.

KIPP Schools are independently operated public schools throughout the country with the mission of providing high quality education to disadvantaged and underserved communities.

KIPP Foundation is a national, non-profit organization created to expand the KIPP network of schools by training outstanding school leaders. KIPP Foundation offices are located at 135 Main Street, Suite 1700, San Francisco, CA 94105.

Digital Millennium Copyright Act Notification Guidelines

Notification of Infringement

It is our policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. In addition, BetterLesson will promptly terminate without notice the accounts of those determined by us to be “repeat infringers”. If you are a copyright owner or an agent thereof, and you believe that any content on the KIPP-BetterLesson Platform that is hosted on our web site (betterlesson.com) infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing BetterLesson’s Designated Copyright Agent with the following information in writing (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the BetterLesson web site are covered by a single notification, a representative list of such works at that site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit BetterLesson to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly.
4. Information reasonably sufficient to permit BetterLesson to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that information supplied in a complaint may be shared with an official KIPP School administrator and/or with the KIPP Foundation to facilitate an investigation into the complaint. If such complaint is directed at the alleged postings of a KIPP School administrator, then notice of the complaint will be sent to the KIPP Foundation only.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Please note that BetterLesson may, at our discretion, send a copy of such notices to a third-party for publication. As such, your letter (with personal information removed) may be forwarded to Chilling Effects (http://www.chillingeffects.org ) for publication.

Counter-Notification

If you elect to send us a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

1. A physical or electronic signature of the subscriber.
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which BetterLesson may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

Notwithstanding any other provisions of these Terms of Service, certain content on the KIPP-BetterLesson Platform has been provided by Urban Education Exchange (“UEE” and such content, the “UEE Content”). You hereby are granted a non-exclusive, non-sublicensable, non-transferable right and license to access and use UEE Content for the sole purpose of performing the duties within the scope of your employment as an educator for your current employer. You acknowledge that UEE is the sole owner of all UEE Content. You agree that you will not use the UEE Content for any commercial purposes and that any derivative works created by you from the UEE Content will only be used, distributed, transferred or reproduced as part of your duties within the scope of your employment for your students.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

Designated Copyright Agent

BetterLesson’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows: Attention: Copyright Agent, BetterLesson, Inc., 211 Sutter St., Floor 2, San Francisco, CA 94108 or by email at copyright@BetterLesson.com. For clarity, only DMCA notices should go to the BetterLesson Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to BetterLesson customer service through support@BetterLesson.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.