This applies to use of our solutions, including Teacher Portal, Management Console, and applications.
This applies to our marketing site https://www.merlyn.org and https://www.merlynmind.ai only.
Updated and Effective 06/22/2021
You represent that you (a) are of a legal age sufficient to agree to these TOU in accordance with applicable law, (b) have read, understood, and agree to be bound by these TOU, and (c) have all rights, permissions, and authorizations necessary to upload and provide to us any content for us to use as contemplated under these TOU (“Content”).
The Website, including all trademarks, service marks, logos, documents, graphics, content, and/or other materials available through the Website (collectively “Materials”), are owned and/or licensed by Merlyn Mind and are protected by copyright and other intellectual property rights. You acknowledge that you have no rights to transfer, reproduce, or prepare any derivative works with respect to the Materials, or to disclose confidential information pertaining to the Website or Materials. These TOU do not convey any rights of ownership in or related to the Website, Materials or other intellectual property owned by Merlyn Mind.
Merlyn Mind grants you a personal, revocable, non-exclusive, non-transferable, limited right and license to access the Website provided that you comply with these TOU. By visiting our Website, you grant us a non-exclusive, perpetual, royalty-free, fully paid-up worldwide right and license to use your Content to operate our business and provide the Website to you. You may not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, scrape, mirror, or frame any Materials.
Use of this Website
The Website and Materials are provided solely for your own informational purposes. Any unauthorized use, including without limitation any commercial use, is prohibited. You agree not to use the Website or Materials for any purpose that is unlawful or prohibited by these TOU, or any other purpose not reasonably intended by us. You further agree to abide by all applicable local, state, national and international laws and regulations. Without limiting the generality of the foregoing, you will not, and you will not allow a third party to:
• Upload, post, e-mail or otherwise transmit any Content that o is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, explicit, obscene, libelous, invasive of another’s privacy, disrespectful, hateful, or racially, ethnically or otherwise objectionable
o you do not have the right to transmit under applicable law or under contractual or fiduciary relationships
o infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party
o contains software viruses or worms or any other computer code, files or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment
• assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Website or Materials, or directly or directly grant access to or permit any unauthorized party to access or use the Website or Materials
• decompile, disassemble, reverse engineer, copy, modify or create derivative works from the Website
• impersonate any person or entity, including another user of the Website, or provide false information
• view or attempt to view records or Content submitted by another user of the Website
• use automated systems (e.g., robots, spiders, etc.) to access the Website
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content on or transmitted through the Website
• discuss or incite illegal activity or solicit/post sexually explicit images
• interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website
• harvest, scrape, programmatically crawl, or collect any Materials; or
• remove any proprietary notices (e.g., copyright and trademark notices) from either the Website or Materials.
User Content and Feedback
The Website may contain areas in which you may make statements, comments, or otherwise provide Content. You acknowledge and agree that any Content you choose to provide may be available to other users. We are not liable for that Content. Although we have no obligation to screen, edit or monitor any Content, we reserve the right to remove, edit or refuse to post Content in our sole discretion. You may also choose to provide us with Content that constitutes suggestions, comments or feedback about our products (“Feedback“). We may use Feedback for any purpose without obligation of any kind in connection with our business, including for the purpose of improving our products and the Website.
Changes to the Website
We may, in our sole discretion, add, change, discontinue or remove any portion or functionality of a Website at any time, or the Website as a whole, without notice.
To the extent permissible by law, you will indemnify, defend, and hold harmless Merlyn Mind and its parents, subsidiaries, affiliates, officers, directors, managers, employees, and agents from any and all losses, deficiencies, judgements, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees and all related costs and expenses) incurred by them as a result of any claim, lawsuit, demand, cause of action, or proceeding brought by a third party arising from any or all of the following:(i) your access, inability to access, or use of our Website;(ii) your Content;(iii) breach of any of your obligations, representations, or warranties in these TOU; or(iv) your violation of any rights of another person
DISCLAIMER OF WARRANTIES
OTHER THAN AS EXPRESSLY SET OUT IN THESE TOU, THE WEBSITE AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. MERLYN MIND, ITS SUPPLIERS AND DISTRIBUTORS SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANITES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, NON-INFRINGEMENT AND TITLE. NO WARRANTY IS MADE THAT THE WEBSITE WILL BE TIMELY, SECURE OR ERROR-FREE. IN JURISDICTIONS NOT ALLOWING THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, MERLYN MIND’S WARRANTY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY CALIFORNIA LAW.
Limitation of Liability
REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, TO THE EXTENT ALLOWED BY CALIFORNIA STATE LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT IN NO EVENT WILL MERLYN MIND, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS OR LICENSORS, BE LIABLE FOR:(I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, DATA AND PROFITS, OR OTHER INTANGIBLE LOSSES, EVEN IF MERLYN MIND HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES; OR(III) TOTAL CUMULATIVE LIABILITY ARISING UNDER OR RELATED TO THE WEBSITE, WHETHER IN CONTRACT, TORT OR OTHERWISE, IN EXCESS OF THE AMOUNTS PAID TO MERLYN MIND FOR ACCESS OR USE OF THE WEBSITE ON YOUR BEHALF DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVEN RISE TO LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN THOSE JURISDICTIONS MERLYN MIND’S LIABILITY UNDER THE AGREEMENT SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE MERLYN MIND OR ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE WEBSITE.
IN ALL CASES, NEITHER MERLYN MIND NOR ITS SUPPLIERS NOR DISTRIBUTORS ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS ON THE WEBSITE OR WITH RESPECT TO MATERIALS, ANY FAILURES, DELAYS OR INTERRUPTIONS IN THE WEBSITE’S ACCESSIBILITY, ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE WEBSITE OR MATERIALS, ANY CONDUCT BY OTHER USERS OF THE WEBSITE, OR UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITE, MATERIALS OR SERVERS.
Any notices to you from Merlyn Mind regarding the Website or these TOU will be posted on this Website or made by e-mail or regular mail.
Applicable Law; Jurisdiction and Venue
We control our Website from our offices within the United States. We make no representation that the Materials on our Website are appropriate, legal or available for use in other locations. You may not use or export the Materials in violation of United States export laws and regulations. Any claim relating to our Website, Materials, or the Content shall be governed by the laws of California, without reference to its choice of law provisions. If there is a dispute between you and us, you expressly agree that exclusive jurisdiction and venue reside in the state and federal courts located in California.
If any of the part of these TOU is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these TOU shall continue in effect.
Merlyn Mind is permitted to assign, transfer, and subcontract its rights and/or obligations under these TOU without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
Digital Millennium Copyright Act
If you believe that any Materials or Content infringes your copyright, you (or your agent) may send us notice requesting that such Materials or Content be removed. Notice must be provided in writing and must include the following information:
• A signature of the person authorized to act on behalf of the owner of the copyright interest;
• Identification of the copyrighted work that you claim has been infringed;
• The location of the work you claim is infringing (e.g., URL) or enough detail that we may find it;
• Your name, address, telephone number, and e-mail 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, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Notices must be sent to: firstname.lastname@example.org.
Merlyn Mind reserves the right, in its sole discretion, to change these TOU at any time. We will provide notice to you of any changes by posting notice on this Website or otherwise as legally required. The “last updated” date indicates when the TOU were last revised. Your continued use of the Website after the TOU have been updated constitutes your agreement to any updated terms.
If you have any questions regarding these TOU, please contact us at email@example.com.