Acadiate Terms of Service

Last Updated: October 9, 2020

This Acadiate Terms of Service Agreement (the “Agreement” or “Terms of Service”) is made between Acadiate, Inc. (“Acadiate,” “we,” “us,” or “our”) and you, our customer (“you” or “your”). This Agreement governs your use of Acadiate owned-and-operated websites and applications (collectively, the “Services”).

Content

  1. Acceptance
  2. Our Services
  3. Accounts
  4. Subscription Plans
  5. Acceptable Use Policy
  6. Licenses Granted by You
  7. Your Obligations
  8. Term and Termination
  9. Disclaimers
  10. Limitation of Liability
  11. Disputes, Arbitration, and Choice of Law
  12. General Provisions

1. Acceptance

By creating an account, viewing Showcases, making a purchase, downloading our software, or otherwise visiting or using our Services, you accept this Agreement and consent to contract with us electronically.

If you are an entity other than a natural person, the person who registers the account or otherwise uses our Services must have the authority to bind the entity. In this context, “you” means both the entity and each person who is authorized to access the account.

We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.

This Agreement includes our Privacy Policy and the addenda listed in Section 12 below. Please review our Privacy Policy to learn about the information we collect from you, how we use it, and with whom we share it.

2. Our Services

Service License: Subject to the terms hereof, we grant you access to our Services. This includes the right to:

  • View Showcases that you have the right to view;
  • Upload, store, and/or share assets through Acadiate Showcases subject to your plan;
  • Use all related functionality that we may provide.

Features: The features available to you will depend on your plan. We may change features from time to time. If you have a paid account, we commit to providing the core Showcasing features of your plan (including the Showcase amounts and storage capabilities stated at the time of purchase) during your current service period.

Unlimited Bandwidth Fair Use Policy: We provide self-serve users with unlimited bandwidth for standard uses of Showcases for all accounts that are below the 99th percentile of bandwidth usage.

If your account (or group of jointly-controlled accounts) is within the 99th percentile of bandwidth usage for self-serve accounts for any calendar month, then you must upgrade to an Enterprise plan. If you fail to do so, Acadiate may terminate your account upon ten (10) days’ written notice. Subject to your compliance with this Agreement, you will be entitled to a pro-rata refund for the unused portion of the subscription term, if any.

Enterprise Services: We may offer Services pursuant to an individually-negotiated agreement. Additional terms and conditions may apply.

Third Parties: We may provide links to and integrations with websites or services operated by others. Your use of each such website or service is subject to its terms of service.

3. Accounts

Registration: You may create an account to use certain features we offer (e.g., uploading or sharing Showcases). To do so, you must provide an email address. By creating an account, you agree to receive notices from Acadiate at this email address.

Organizational Accounts: Corporate, governmental, and other organizational users must publicly display the legal name of their entity on their public account profile.

Age Requirements: You must be at least 16 years old or the applicable age of majority in your jurisdiction, whichever is greater, to create an account or otherwise use our Services. If you wish to use the Services for a commercial purpose, you must be at least 18 years old. Individuals under the applicable age may use our Services only through a parent or legal guardian’s account and with their involvement. Please have that person read this Agreement with you and consent to it before proceeding.

Parents and Guardians: By granting your child permission to use the Services through your account, you agree and understand that you are responsible for monitoring and supervising your child's usage. If you believe your child is using your account and does not have your permission, please contact us immediately so that we can disable access.

Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.

4. Subscription Plans

Plan Types: We offer free (Basic) memberships and paid subscriptions that allow you to upload and share content. You may purchase a “Self-Serve” plan (you sign up and pay online) or an “Educator” plan (your school that has paid for your services). Advertised prices and features may change.

Basic (Free) Accounts: Basic (free) members may not upload content that they did not create or play a material part in creating.

Fees: You must pay all fees (plus any taxes) during your subscription period and any renewal periods. Our fees may include a fixed monthly or annual fee plus variable fees for transactions or usage.

Free Trials and Discounts: We may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have cancelled) and you must pay the full monthly or annual fee. If we provide a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.

Refund Policy: Subject to the terms hereof, Self-Serve subscribers who purchase plans directly from Acadiate may cancel and receive a full refund of their initial purchase within twenty one (21) days after purchasing an annual plan and five (5) days after purchasing a monthly plan. Our refund policy does not apply to:

  • Attempted abuse of the refund policy (i.e., by subscribing and requesting refunds repeatedly);
  • Subscription renewals or migrations to other plans;
  • Fees other than annual or monthly subscription fees;
  • Requests made after the specified periods;
  • Customers who have breached this Agreement or whose accounts were terminated in accordance with our Copyright Policy;
  • Customers who joined using a promotion that expressly disclaimed our refund policy;
  • Customers who have initiated a chargeback dispute; or
  • Enterprise plan customers.

Automatic Renewal: To the extent permitted by applicable law, subscriptions automatically renew at the end of each subscription period unless cancelled beforehand. Monthly plans renew for 30-day periods. Annual plans renew for one-year periods. You must pay the annual or monthly fee (plus any taxes) when each renewal period starts. Unused storage, bandwidth, and other usage limits do not roll over.

How to Decline Renewal: Self-Serve subscribers may opt out of automatic renewal by changing their account settings. Any opt-out or notice of non-renewal will not affect the current subscription period. Acadiate may decline renewals.

Lapse Policy: When a subscription ends, the account will, at Acadiate’s option, revert to Basic (free) account status. Showcase in the account may be disabled to comply with the limitations of the new account status. You are responsible for archiving your content. We may publish additional guidelines regarding the treatment of lapsed subscriptions. These guidelines describe current practices only and shall not require Acadiate to provide any level of post-subscription account status.

Resale: You may not sell, resell, rent, lease, or distribute any plan or any other aspect of our Services to any third party unless authorized by us in writing.

5. Acceptable Use Policy

We may allow you to upload, submit, or publish (collectively, to "submit") content such as documents, links, images, and text (collectively, "content"). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section 5. Acadiate may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. Acadiate may remove or limit access or availability to any content or account that it considers in good faith to violate this Acceptable Use Policy.

5.1 Copyright Policy

You may only upload content that you have the right to upload and share. Copyright owners may send Acadiate a takedown notice as stated in our Copyright Policy if they believe Acadiate is hosting infringing materials. We will, in appropriate circumstances, terminate the accounts of persons who repeatedly infringe.

5.2 Content Restrictions

You may not submit any content that:

  • Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
  • Is sexually explicit or promotes a sexual service;
  • Is defamatory;
  • Is harassing or abusive;
  • Contains hateful or discriminatory speech;
  • Promotes or supports terror or hate groups;
  • Contains instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;
  • Exploits or endangers minors;
  • Depicts or encourages self-harm or suicide;
  • Depicts (1) unlawful real-world acts of extreme violence, or (2) animal cruelty or extreme violence towards animals;
  • Promotes fraudulent or dubious money-making schemes, proposes an unlawful transaction, or uses deceptive marketing practices;
  • Violates any applicable law.
5.3 Code of Conduct

In using our Services, you may not:

  • Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);
  • Act in a deceptive manner or impersonate any person or organization;
  • Harass or stalk any person;
  • Harm or exploit minors;
  • Distribute “spam” in any form or use misleading metadata;
  • Collect personal information about others;
  • Access another’s account without permission;
  • Engage in any unlawful activity
  • Cause or encourage others to do any of the above.
5.4 Prohibited Technical Measures

You will not:

  • Except as authorized by law or as permitted by us: scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of our Services; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;
  • Submit any malicious program, script, or code;
  • Submit an unreasonable number of requests to our servers; or
  • Take any other actions to manipulate, interfere with, or damage our Services.
5.5 Restricted Users

You may not create or maintain an account if you are a member of a terror or hate group.

6. Licenses Granted by You

As between you and Acadiate, you own and will retain ownership of all intellectual property rights in and to the content you submit. In order to allow Acadiate to host and share your content, you grant Acadiate the permissions set forth below.

6.1 Your Showcase Content

By creating a Showcase, you grant Acadiate permission to:

  • Share content through Showcases to those you have shared your private Showcase link with
  • Share content through Showcases to Showcase Groups you have added your Showcase to

If you have enabled a Showcase privacy setting we will limit distribution of your Showcase pursuant to your selection. By enabling access to your Showcase to any third party, you grant each such person permission to share (and/or download, as applicable) your Showcase. For the purposes of this Section 6.1, your Showcase includes its title, description, tags, and other metadata.

The license period begins when you create the Showcase on Acadiate and ends when you or Acadiate delete it; provided that Acadiate may retain archival copies: (a) for a limited period of time in case you wish to restore it; (b) when the Showcase is the subject of a takedown notice or other legal claim; or (c) when Acadiate in good faith believes that it is legally obligated to do so.

6.2 Account Profile

You grant Acadiate permission to use your name, likeness, biography, trademarks, logos, or other identifiers used by you in your Showcases for the purpose of displaying such properties to the public or the audiences you have specified. You may revoke the foregoing permission by deleting your Showcase. Acadiate shall have the right to identify public Showcases in its marketing and investor materials.

6.3 Other Content; Feedback

Content that is not covered by the licenses set forth in Sections 6.1, or 6.2 shall be governed by this Section 6.3 (e.g., text you submit in comments). You grant Acadiate a perpetual and irrevocable right and license to copy, transmit, distribute, publicly perform, and display such content through online means in connection with our Services. If you make suggestions to Acadiate on improving our products or services, Acadiate may use your suggestions without any compensation to you.

6.5 Scope of Licenses

All licenses granted by you in this Section 6: (a) are non-exclusive, worldwide, and royalty-free; (b) include the right and license to copy, use, distribute, publicly perform, and display the licensed work for the purposes stated above; and (c) include all necessary rights and licenses to allow us to exercise our rights and perform our obligations. By granting these licenses, you waive any so-called “moral rights” that you may have. Nothing in this Agreement shall be deemed a license “condition” applicable to Acadiate; rather, any breach of a term by Acadiate hereof shall give rise to, at most, a claim for breach of contract only. All licenses granted herein are in addition to any other licenses that you may grant (e.g., a Creative Commons license).

7. Your Obligations

7.1 Representations and Warranties

For each piece of content that you submit to or through Acadiate, you represent and warrant that:

  • You have the right to submit the content to Acadiate and grant the licenses herein;
  • Acadiate will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content;
  • You have obtained appropriate releases (if necessary) from all persons who appear in the content;
  • The content does not, and will not, infringe any third party's rights, including intellectual property rights, rights of publicity, moral rights, and privacy rights; and
  • The content complies with this Agreement and all applicable laws.
7.2 Indemnification

You will indemnify, defend, and hold harmless Acadiate and its subsidiaries, parents, and affiliates, and their and our respective directors, officers, employees, and agents, from and against all third-party complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney’s fees, arising from or relating to: (a) the content you submit to or through the Services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.

8. Term and Termination

This Agreement begins when you first use our Services and continues so long as you use our Service or have an account with us, whichever is longer. Paid accounts will continue for the subscription period and will renew in accordance with Section 4 above. With respect to users who do not have a subscription plan (i.e., free users), (a) Acadiate may terminate this Agreement at any time by providing thirty (30) days’ written notice, and (b) applicable users may terminate at any time by deleting their accounts.

If you breach this Agreement, Acadiate may, at its option: (a) terminate this Agreement immediately, with or without advance written notice; (b) suspend, delete, or limit access to your account or any content within it; and (c) to the extent permitted by applicable law, retain any amounts payable to you (which you forfeit). If Acadiate deletes your account for breach, you may not re-register.

In the event of any termination or expiration, the following sections will survive: Section 6.4 (Other Content; Feedback), Section 7.2 (Indemnification), Section 9 (Disclaimers), Section 10 (Limitation of Liability), Section 11 (Disputes, Arbitration, and Choice of Law), and Section 12 (General Provisions).

9. Disclaimers

ACADIATE PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE THE SERVICES AT YOUR OWN RISK. You must provide your own device and internet access.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ACADIATE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Among other things, Acadiate makes no representations or warranties:

  • That our Services, or any part thereof, will be available or permitted in your jurisdiction, uninterrupted or error-free, completely secure, or accessible from all devices or browsers;
  • That we will host, make available, or remove any specific piece of content;
  • Concerning any content submitted by or actions of our users;
  • That any geo-filtering or digital rights management solution that we might offer will be effective;
  • That we comply with the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or any other industry-specific privacy obligations;
  • That our Services will meet your business or professional needs;
  • That we will continue to support any particular feature or maintain backwards compatibility with any third-party software or device; or
  • Concerning any third-party websites and resources.

10. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) ACADIATE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF Acadiate HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) ACADIATE'S TOTAL LIABILITY TO YOU, EXCEPT FOR ACADIATE’S CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO ACADIATE OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S) OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.

11. Disputes, Arbitration, and Choice of Law

If you are dissatisfied with our Services for any reason, please contact us first so that we can try to resolve your concerns without the need for outside assistance.

11.1 Choice of Law

Any disputes relating to this Agreement or your use of our Services will be governed by the laws of the province of Ontario and the laws of Canada, without regard to principles of conflicts of law.

12. General Provisions

Reservation of Rights, Severability: Acadiate reserves all rights not expressly granted herein. Acadiate’s rights and remedies are cumulative. No failure or delay by Acadiate in exercising any right will waive any further exercise of that right. If any term of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that term will be limited or severed.

Force Majeure: Acadiate will not be liable for any delay or failure caused by (a) acts of God/natural disasters (including hurricanes and earthquakes); (b) disease, epidemic, or pandemic; (c) terrorist attack, civil war, civil commotion or riots, armed conflict, sanctions or embargoes; (d) nuclear, chemical, or biological contamination; (e) collapse of buildings, fire, explosion, or accident; (f) labor or trade strikes; (g) interruption, loss, or malfunction of a utility, transportation, or telecommunications service; (h) any order by a government or public authority, including a quarantine, travel restriction, or other prohibition; or (i) any other circumstance not within Acadiate’s reasonable control, whether or not foreseeable (each a “force majeure event”). In the event of a force majeure event, Acadiate shall be relieved from full performance of the contractual obligation until the event passes or no longer prevents performance.

Relationship: You and Acadiate are independent contractors of one another; neither party is an agent, partner, or joint venturer of the other. This Agreement binds the parties and their successors, personal representatives, and permitted assigns. You may not assign this Agreement to any person whose account has been terminated by Acadiate or who is prohibited from registering; any such assignment will be void. Except as expressly stated herein, nothing in this Agreement confers any right on any third party.

Entire Agreement: This Agreement constitutes the entire understanding of the parties and supersedes all prior understandings regarding the subject matter hereof and may not be modified except in accordance with Section 1 or in a document executed by authorized representatives of Acadiate. If you have a signed agreement with Acadiate, any conflicting term of that agreement will prevail over the terms hereof, but only as to the subject matter of that agreement.

Notices: You must send any notices of a legal nature to us by email or at: [email protected]