edshed quizshed spellingshed phonicsshed mathshed literacyshedplus literacyshed Play Game

TERMS AND CONDITIONS OF USE

THESE TERMS APPLY TO CUSTOMERS IN THE UNITED STATES OF AMERICA. FOR CUSTOMERS IN OTHER COUNTRIES PLEASE SEE OUR INTERNATIONAL TERMS.

Rules of the area

Terms of use of platform

Terms of purchase

Privacy

PLATFORM RULES

Last updated 9/14/2020

1. Introduction

1.1 These rules say what you can and can’t do in our Platform (our “Platform” covers our websites: www.edshed.com, www.spellingshed.com, www.literacyshedplus.com, www.quizshed.com, www.phonicsshed.com, www.mathshed.com and play.edshed.com(the “Websites” and our spelling App where you can play fun spelling games (the “App”))). Please follow these rules (“Platform Rules”) if you use our Platform so you don’t get into trouble.

2. Our content

2.1 All content, material, text, images, software, trademarks and logos (and intellectual property rights in these) on or in our Platform (“Our Content”) is owned by us or our third parties and is protected by copyright and other intellectual property laws.

2.2 If you think someone is using Our Content who shouldn’t be, please let us know quickly by:

2.2.1 writing to us at: 13833 Wellington Trace Suite E4-#171 Wellington, FL 33414;

2.2.2 e-mailing us at: info@edshed.com; or

2.2.3 phoning us on: 1-888-254-3098. Calls are charged at the basic rate.

3. Limited License

3.1 Subject to your compliance with our Platform Terms, EdShed grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

3.1.1 install and use one object code copy of any mobile application associated with the Platform obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and

3.1.2 access and use the Platform.

4. Rules of the Platform

4.1 When you use our Platform, please make sure that you do not:

4.1.1 sell, re-sell, sub-license or exploit any part of our Platform or Our Content in breach of these Platform Rules or our Platform Terms;

4.1.2 copy, change, share, or permanently store, any part of Our Content;

4.1.3 carry out data mining, screen scraping or crawling of the Platform or Our Content, unless you have asked us first, and we have agreed in writing;

4.1.4 take a picture or record any part of Our Content;

4.1.5 use Our Content to create your own database;

4.1.6 use the Platform or Our Content illegally, fraudulently or in breach of any applicable local, national or international law or regulation, third-party rights or our terms, including these Platform Rules, our Platform Terms, our Terms of Purchase or our Privacy Policy ;

4.1.7 interfere with or disrupt any part of the Platform or servers, networks, equipment or software connected to the Platform;

4.1.8 upload any content to the Platform which is hurtful, violent, racist, illegal, distressing, threatening, offensive, discriminatory, pornographic, harassing, misleading, defamatory, likely to encourage criminal or illegal acts or that infringes another person’s rights;

4.1.9 use the Platform to send, receive, upload, download, use or re-use any material which does not comply with these Platform Rules or the Platform Terms or does not belong to you (unless you have permission); and

4.1.10 remove or tamper with any copyright and owner notices that relate to Our Content.

4.1.11 pretend to be someone else or pretend you are linked to them;

4.1.12 collect or use information about someone else unless they have said you can;

4.1.13 allow any-one else to use your Account or log-in details;

4.1.14 continue to use the Platform if your Account has been cancelled;

4.1.15 use the Platform to harm or attempt to harm children; or

4.1.16 use the Platform on purpose to send or upload any data or other material that contains viruses or any other harmful programs designed to affect the operation of any computer software or hardware.

4.2 When using an Account, you may import or upload data through third party providers such as, Clever. If you do this, we will not be responsible for this data and you must comply with the relevant third party’s terms of use of this data.

5. User Content

5.1 User Content Generally. Certain features of the Platform may permit users to upload content to the Platform, including photos, spelling lists, quizzes, images, and other types of works (“User Content”) and to publish User Content on the Platform. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Platform.

5.2 Limited License Grant to EdShed. By providing User Content to or via the Platform, you grant EdShed a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to use and distribute your User Content, in whole or in part, in any media formats and through any media channels.

5.3 Limited License Grant to Other Users. By providing User Content to or via the Platform to other users of the Platform, you grant those users a non-exclusive license to access and use that User Content as permitted by these Platform Terms and the functionality of the Platform.

5.4 User Content Representations and Warranties. EdShed disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Platform. By providing User Content via the Platform, you affirm, represent, and warrant that:

5.4.1 you are the creator and owner of the User Content, or have the necessary permissions to authorize EdShed and users of the Platform to use and distribute your User Content;

5.4.2 your User Content, and the use of your User Content as contemplated by these Platform Terms, does not and will not:

5.4.2.1 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;

5.4.2.2 slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or

5.4.2.3 cause EdShed to violate any law or regulation; and

5.4.2.4 your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

5.5 User Content Disclaimer. The Platform may include User Content posted by other users. This information and these materials have not been approved by us. The views expressed by other users on the Platform do not represent our views or values. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against EdShed with respect to User Content. If you are upset by any information and materials uploaded by other users and want to tell us about this please contact by using one of the methods in Section 2.3 of these Platform Rules. If notified by a user or content owner that User Content does not comply with these Platform Terms, we may determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. EdShed may at any time remove, edit, or block any User Content that in our sole judgment violates these Platform Terms or is otherwise objectionable. For clarity, EdShed does not permit copyright-infringing activities on the Platform.

5.6 Monitoring Content.

5.6.1 EdShed does not control and does not have any obligation to monitor:

5.6.1.1 User Content;

5.6.1.2 any content made available by third parties; or

5.6.1.3 the use of the Platform by its users.

5.6.2 You acknowledge and agree that EdShed reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Platform for operational and other purposes. If at any time EdShed chooses to monitor the content, EdShed still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy .

6. Digital Millennium Copyright Act

6.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Platform, you may contact our Designated Agent at the following address:

Education Shed Inc.

ATTN: Legal Department (Copyright Notification)

13833 Wellington Trace Suite E4-#171 Wellington, FL 33414

1-888-254-3098

Email: info@edshed.com

6.1.1 Any notice alleging that materials hosted by or distributed through the Platform infringe intellectual property rights must comply include the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
  • a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of the material that you claim is infringing and where it is located on the Platform;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the use of the materials on the Platform of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

6.2 Repeat Infringers. EdShed will promptly terminate the accounts of users that are determined by EdShed to be repeat infringers (defined as infringing on more than two occasions).

EDUCATION SHED INC. – TERMS OF USE OF PLATFORM

Last updated 9/14/2020

WELCOME

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR ACCESSING OR USING THE PLATFORM (DEFINED BELOW), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE PLATFORM, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING EDSHED’S PRIVACY POLICY (TOGETHER, THESE “PLATFORM TERMS”). If you are not eligible, or do not agree to the Platform Terms, then you do not have our permission to use the Platform. YOUR USE OF THE PLATFORM, AND EDSHED’S PROVISION OF THE PLATFORM TO YOU, CONSTITUTES AN AGREEMENT BY EDSHED AND BY YOU TO BE BOUND BY THESE PLATFORM TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 10, you agree that disputes arising under these Platform Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE PLATFORM TERMS, YOU AND EDSHED ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 10)

1. Welcome

1.1 Hello! We are Education Shed Inc. (“we”, “Education Shed”, “EdShed”, “our”, or “us”) and we own the websites: www.edshed.com, www.spellingshed.com, www.mathshed.com, www.quizshed.com, www.phonicsshed.com, www.literacyshedplus.com and play.edshed.com (our “Websites”).

1.2 The Platform Terms and any other document mentioned in them cover the use of our area which consists of:

1.2.1 our Websites where you can find out about our spelling and math schemes and games, buy access to our user areas (a “Subscription”), buy EdShed products and access your online account; and

1.2.2 our spelling App where you can play fun spelling games (the “App”).

1.3 When we talk about the “Platform” in these Platform Terms we mean the Websites and the App together.

1.4 Please read these Platform Terms and our related, Platform Rules and Privacy Policy carefully before you start to use the Platform. By using the Platform you confirm that you agree to comply with these Platform Terms.

1.5 If you are younger than 18 and are using the Platform, you must ensure that your parents or legal guardians have:

1.5.1 reviewed and accept these Platform Terms, our Platform Rules, our Terms of Purchase and our Privacy Policy for you; and

1.5.2 agreed that they will supervise your use of the Platform and be responsible for anything you do wrong.

1.6 If you are an entity, organization, or company, the individual accepting these Platform Terms on your behalf represents and warrants that they have authority to bind you to these Platform Terms and you agree to be bound by these Platform Terms.

1.7 When you register for the Platform on behalf of a school or school district, you represent and warrant that you, as the representative of the school or school district, are submitting student-related information to the Platform in compliance with applicable laws, such as the U.S. Children’s Online Privacy Protection Act, and that you have provided any required notices and collected any required consents from students and/or parents/guardians so that we may receive, maintain, process, use, and disclose the information you submit as described in these Platform Terms and our Privacy Policy . You acknowledge and agree that you, and not EdShed, are obligated to provide any notices and obtain any consents from students and/or parents/guardians as required by applicable law.

1.8 If you use our App, you will also need to make sure you meet any rules set by the App Provider you bought the App from. For example, Apple’s Ts&Cs if you bought the App through the Apple App Store.

1.9 Sometimes we make changes to these Platform Terms. If we do this we will put the new copy of them on our Websites and any changes will apply 7 days after that, so make sure you check! If a change to these Platform Terms materially changes your rights or obligations, we may require that you accept the updated Platform Terms in order to continue to use the Platform.

1.10 If you buy any Subscriptions or EdShed products this will be covered by our related Terms of Purchase. Please read these.

1.11 If you have any questions about the Platform or these Platform Terms, please either:

1.11.1 write to us at: 13833 Wellington Trace Suite E4-#171 Wellington, FL 33414;

1.11.2 e-mail us at: info@edshed.com;

1.11.3 phone us on: 1-888-254-3098. Calls are charged at the basic rate; or

use our “help ticket” form at: support.edshed.com.

USING THE AREA

2. Your Account

2.1 If you purchase a Subscription or the App, you can register an online account (an “Account”).

2.2 You must make sure that all of the information you give us when you register an Account is true and clear. If you change any of your information (e.g. email address), you must update your Account.

2.3 You must keep your Account information secret. If you think someone else is using your information, let us know by using one of the methods in Section 1.11 of these Platform Terms.

2.4 We can cancel your Account at any time for any reason.

2.5 If you break these Platform Terms or we think you have, we may cancel your Account. If we cancel your Account and you try to use our Platform using another account, we may cancel that account too.

2.6 We can delete your Account and any information associated with your use of the Platform if there is no activity on your Account for more than 12 months in a row. We will let you know before we do this so you can tell us if you want to keep the Account.

3. Access and use

3.1 Once you have an Account you can access the Platforms available to you, which may include the web spelling game, the App and the Teacher Hub depending on your subscription or access permissions.

3.2 Information on how to use your Account and the Platform can be found in the “Help” sections of our Websites at: https://support.edshed.com. Here you will find guides and videos on how to manage and use your Account and Subscriptions, including how to access the Teacher Hub and how to add pupils and groups to an Account.

3.3 We try to make the Platform available at all times, but do not guarantee this. If any part of the Platform is unavailable please bear with us as we are trying to fix it as quickly as possible.

3.4 EdShed reserves the right to modify or discontinue the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without notice to you. EdShed will have no liability for any change to the Platform or any suspension or termination of your access to or use of the Platform.

4. Rules of the Platform

4.1 If you use our Platform, you must follow our rules to make sure that you don’t upset or hurt anyone. Please check these rules out in our related Platform Rules.

4.2 If you join in with a competition or promotion on the Platform that we run, you must comply with these Platform Terms and our related Platform Rules and any additional terms we tell you about.

5. Our Rights

5.1 We can (but do not have to) do any of the following:

5.1.1 terminate your Account in relation to any part of the Platform; and

5.1.2 monitor, change, remove or disclose any material uploaded to the Platform.

6. The results of breaking the Rules

6.1 We will decide if you have broken these Platform Terms or the Platform Rules. When this has happened, we can choose to take any of the following action:

6.1.1 stop your access to the Platform;

6.1.2 delete any content you uploaded to the Platform;

6.1.3 tell you off;

6.1.4 ask you to pay the full costs which we have had to suffer from you breaking the rules;

6.1.5 take legal action against you; and

6.1.6 disclose any of your information to law enforcement authorities as we consider reasonable.

PRIVACY AND COOKIES

7. We take your privacy seriously. Please read our Privacy Policy to see how we use your personal information.

DISCLAIMERS, NO WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION

8. DISCLAIMERS, NO WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNIFICATION

8.1 THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EDSHED DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM, INCLUDING: (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (2) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. EDSHED DOES NOT WARRANT THAT THE PLATFORM OR ANY PORTION OF THE PLATFORM, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PLATFORM, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND EDSHED DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. YOUR USE OF THE PLATFORM AND ITS CONTENT IS AT YOUR OWN RISK AND EACH USER ACTS ON HIS/HER OWN BEHALF AT ALL TIMES AND IS NOT LINKED TO US IN ANY WAY.

8.2 WE DO NOT:

8.2.1 KNOW, OR HAVE ANY CONTROL OVER, WHO USES THE PLATFORM OR HOW THEY USE INFORMATION AND CONTENT ON THE PLATFORM;

8.2.2 MAKE ANY PROMISES AS TO THE TRUTH, QUALITY OR COMPLETENESS OF THE CONTENT OR INFORMATION THAT APPEARS ON OR IS SENT THROUGH THE PLATFORM AND YOU SHOULD NOT RELY ON IT BEING TRUTHFUL OR COMPLETE;

8.2.3 MAKE ANY PROMISES ABOUT WHETHER THE PLATFORM WILL BE AVAILABLE OR PROMISE THAT YOUR ACCESS TO THE PLATFORM, THE CONTENT ON IT OR THE PLATFORMS WE PROVIDE WILL BE DELIVERED UNINTERRUPTED, IN A TIMELY MANNER OR ERROR-FREE; AND

8.2.4 MAKE ANY PROMISES THAT THE PLATFORM WILL BE FREE OF COMPUTER VIRUSES OR ANY OTHER PROGRAM THAT WILL DAMAGE OR DESTROY HOW A COMPUTER WORKS OR FUNCTIONS AND YOU WILL INSTALL SUITABLE ANTI-VIRUS AND SECURITY SOFTWARE ON YOUR COMPUTER TO GUARD AGAINST THESE THINGS.

8.3 WE EXCLUDE ANY AND ALL LIABILITY FOR ANY LOSS SUFFERED BY YOU AS A DIRECT OR INDIRECT RESULT OF YOUR USE OF ANY OF THE INFORMATION OR CONTENT AVAILABLE ON THE PLATFORM.

8.4 WE ARE NOT RESPONSIBLE FOR ANY DATA OR INFORMATION UPLOADED BY ANY USERS INCLUDING ANY CONTENT PUT IN OUR PLATFORM AND ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA IF YOU USE SUCH CONTENT. YOU MUST MAKE COPIES ANY OF THE CONTENT YOU PUT IN OUR PLATFORM.

8.5 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE EDSHED ENTITIES (DEFINED BELOW) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PLATFORM OR ANY MATERIALS OR CONTENT ON THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY EDSHED ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

8.6 EXCEPT AS PROVIDED IN SECTION 10.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE EDSHED ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PLATFORM OR OTHERWISE UNDER THESE PLATFORM TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (1) THE AMOUNT YOU HAVE PAID TO EDSHED FOR ACCESS TO AND USE OF THE PLATFORM IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (2) $100.

8.7 EACH PROVISION OF THESE PLATFORM TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE PLATFORM TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE PLATFORM TERMS. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8.8 To the fullest extent permitted by law, you are responsible for your use of the Platform, and you will defend and indemnify EdShed and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “EdShed Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with:

8.8.1 your unauthorized use of, or misuse of, the Platform;

8.8.2 your violation of any portion of these Platform Terms, any representation, warranty, or agreement referenced in these Platform Terms, or any applicable law or regulation;

8.8.3 your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or

8.8.4 any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

9. Links and Third Party Software

9.1 The Platform may include links to third-party websites. We do not review these websites, do not have any control over their availability and do not endorse any content found on them.

9.2 If you click on these links you do this at your own risk and if you use these websites, you must read the terms and privacy policy on those sites as it is their terms, not ours that will apply.

9.3 You may only link to any part of the Platform provided that:

9.3.1 the homepage is not loaded into frames on your website, unless we expressly agree;

9.3.2 your site or services do not misrepresent its relationship with us or present false information about us or otherwise harm our business or conflict with our interests or values; and

9.3.3 we can withdraw linking permission at any time without prior notice.

9.4 The Platform may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Platform is provided to you subject to these Platform Terms, nothing in these Platform Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

DISPUTE RESOLUTION AND ARBITRATION

10. Dispute Resolution and Arbitration

10.1 Generally. In the interest of resolving disputes between you and EdShed in the most expedient and cost effective manner, and except as described in Section 10.2 and 10.3, you and EdShed agree that every dispute arising in connection with these Platform Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Platform Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Platform Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE PLATFORM TERMS, YOU AND EDSHED ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

10.2 Exceptions. Despite the provisions of Section 10.1, nothing in these Platform Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) bring an individual action in small claims court; (2) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (3) seek injunctive relief in a court of law in aid of arbitration; or (4) to file suit in a court of law to address an intellectual property infringement claim.

10.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 10 within 30 days after the date that you agree to these Platform Terms by sending a letter to Education Shed Inc., Attention: Legal Department – Arbitration Opt-Out, 13833 Wellington Trace Suite E4-#171 Wellington, FL 33414 that specifies: your full legal name, the email address associated with your account on the Platform, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once EdShed receives your Opt-Out Notice, this Section 10 will be void and any action arising out of these Platform Terms will be resolved as set forth in Section 13.10. The remaining provisions of these Platform Terms will not be affected by your Opt-Out Notice.

10.4 Arbitrator. Any arbitration between you and EdShed will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Platform Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting EdShed. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

10.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). EdShed’s address for Notice of Arbitration is: Education Shed Inc., 13833 Wellington Trace Suite E4-#171 Wellington, FL 33414. The Notice of Arbitration must: (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or EdShed may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or EdShed must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by EdShed in settlement of the dispute prior to the award, EdShed will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

10.6 Fees. If you commence arbitration in accordance with these Platform Terms, EdShed will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Palm Beach County, Florida, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephone hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse EdShed for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

10.7 No Class Actions. YOU AND EDSHED AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and EdShed agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

10.8 Modifications to this Arbitration Provision. If EdShed makes any future change to this arbitration provision, other than a change to EdShed’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to EdShed’s address for Notice of Arbitration, in which case your account with EdShed will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

10.9 Enforceability. If Section 10.7 or the entirety of this Section 10 is found to be unenforceable, or if EdShed receives an Opt-Out Notice from you, then the entirety of this Section 10 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 13.10 will govern any action arising out of or related to these Platform Terms.

OTHER

11. Feedback or complaints

11.1 If you have any general complaints or wish to request further information about the Platform, please contact us using one of the methods outlined in Section 1.11 of these Platform Terms and we will try to fix the problem. See the Privacy Policy for making data protection related complaints.

11.2 Please let us know if you have any feedback. If you do provide any feedback or suggestions regarding problems with or proposed modifications or improvements to the Platform (“Feedback”), then we may use your Feedback in any manner and for any purpose without paying you and, remember, you do not have to give us feedback.

12. Written communications

12.1 There are certain pieces of information to do with the Platform that we, legally, have to send you in writing. To do this, we will send you an email or post notices on the Platform. You agree you are happy to be contacted in this way and that this is “in writing”. This does not affect your statutory rights.

13. General

13.1 Severability. If a court finds any Section of these Platform Terms illegal, the rest of the terms will continue to apply and remain in full force and effect.

13.2 Reliance on these Platform Terms. Any contract made between you and us is covered by these written Platform Terms and any document stated in them and we and you will be legally bound by these. You agree that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on our behalf which is not set out in those documents.

13.3 Events beyond our control. If we can’t do what we say we will under these Platform Terms or are late because of anything done or not done by you (or anyone acting for you) or because of events or things beyond our reasonable control, we will not be in breach of contract.

13.4 References to ‘including’ and other similar words. In these Platform Terms, words that appear after ‘include’, ‘including’, ‘other’ or ‘for example’ (or anything similar) will not limit the meaning of the words appearing before them.

13.5 Transfer. We may transfer our rights and obligations under these Platform Terms to another organization. We will contact you to let you know if we plan to do this. You may only transfer your rights or your obligations under these Platform Terms to another person if we agree in writing.

13.6 Waiver. If you breach these Platform Terms and we ignore your breach, we can still use our rights and remedies at a later date or in any other situation where you breach the Platform Terms again.

13.7 Additional Terms. Your use of the Platform is subject to all additional terms, policies, rules, or guidelines applicable to the Platform or certain features of the Platform that we may post on or link to from the Platform (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Platform Terms.

13.8 Language. These Platform Terms may be presented to you in more than one language. However, the English language version of these Platform Terms shall prevail. The contract between us will be concluded in English.

13.9 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform.

13.10 These Platform Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. You and EdShed submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Palm Beach County, Florida for resolution of any lawsuit or court proceeding permitted under these Platform Terms. We operate the Platform from our offices in Florida. Access to the Platform from countries or territories or by individuals where such access is illegal is prohibited.

14. Contact us

14.1 The Platform is offered by Education Shed Inc., located at 13833 Wellington Trace Suite E4-#171 Wellington, FL 33414. You may contact us by sending correspondence to that address or by emailing us at info@edshed.com.

15. Notice Regarding Apple.

15.1 This Section 15 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Platform Terms are between you and EdShed only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Platform or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Platform. If the Platform fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Platform. Apple is not responsible for addressing any claims by you or any third party relating to the Platform or your possession and/or use of the Platform, including: (1) product liability claims; (2) any claim that the Platform fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Platform and/or your possession and use of the Platform infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Platform. Apple and Apple’s subsidiaries are third party beneficiaries of these Platform Terms, and upon your acceptance of these Platform Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Platform Terms against you as a third party beneficiary of these Platform Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

EDUCATION SHED INC. – TERMS OF PURCHASE

Last updated 14/9/2020

1. Introduction

1.1 The definitions used in these Terms of Purchase (the “Terms of Purchase”) are as defined in our Platform Terms.

1.2 These Terms of Purchase and any other document mentioned in them cover your purchase of Subscriptions and/or purchase of EdShed branded products (the “Goods”) (the Subscriptions and the Goods together, the “Products”).

1.3 Please read these Terms of Purchase carefully before you submit any orders for our Products, as these will apply to your orders and give you important information about them, including:

1.3.1 the contractual process for ordering;

1.3.2 the prices and delivery arrangements;

1.3.3 how to amend and cancel an order; and

1.3.4 our returns terms.

1.4 By purchasing our Products, you confirm that you accept these Terms of Purchase and agree to comply with them.

1.5 You have different rights depending on whether you are acting as a consumer or whether you are acting in the course of a business. Where your rights differ, we make this clear in these Terms of Purchase.

1.6 To purchase a Subscription you must be a business or acting on behalf of a business and be 18 years of age or older. You must be over 18 to purchase Goods.

1.7 To purchase the App or Goods you can be a business or a consumer of any age, but if you are younger than 18 years you must ensure that your parents or legal guardians have:

1.7.1 reviewed and accept these Terms of Purchase, our Platform Terms, our Platform Rules and our Privacy Policy for you; and

1.7.2 agreed they will be responsible for anything you do wrong.

1.8 Your use of our Area and how we handle your personal information is covered by our related Platform Terms, Platform Rules and our Privacy Policy . Please read these.

1.9 If you have any questions about these Terms of Purchase, your Subscription or the Products, please either:

1.9.1 write to us at: 13833 Wellington Trace Suite E4-#171 Wellington, FL 33414;

1.9.2 e-mail us at: info@edshed.com;

1.9.3 phone us on: 1-888-254-3098. Calls are charged at the basic rate; or

1.9.4 use our “help ticket” form at: https://support.edshed.com.

2. Terms of Purchase

The App

2.3 You can purchase our App through various App Providers including Apple (the “App Providers”) and such purchase shall be subject to the relevant App Providers’ terms and conditions of purchase.

2.4 Any contract for the purchase of the App will be formed between you and the App Provider. If you do not wish to be bound by the App Provider’s terms and conditions of purchase, you should not buy the App.

2.5 Any questions or concerns you have about the purchase of the App, the cancellation of any contract between you and the App Provider and any refunds should be dealt with through the App Provider.

3. How our Contracts are formed between you and us

Goods

3.1 Your order is an offer to buy from us. When you are placing an order, the following steps have to take place before a contract for the sale of Goods is made between us in relation to your order (the “Contract”):

3.1.1 after choosing the Goods(s) you wish to purchase, adding them to your cart and entering your shipping and billing address details, e-mail and payment details, you place your order for your Goods(s) by pressing the ‘Pay’ button at the end of the check-out process;

3.1.2 before placing your order, the check-out process will give you the opportunity to review and, if necessary, to change your selection of Goods and/or correct any errors in your order information. Please take the time to read and check your order at each page of the order process;

3.1.3 you will be asked to click to confirm that you accept our Terms of Purchase. If you do not wish to be bound by what you read you should not place any orders through our Websites; and

3.1.4 once you have submitted your order details, you will see an on-screen acknowledgement that your order has been placed. You will receive a receipt for your payment and an acknowledgement of your order by email. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in Section 3.2.

3.2 We will confirm our acceptance of your order by sending you an email that confirms the Goods have been dispatched (‘Dispatch Confirmation’), unless, prior to dispatch, we notify you that we do not accept your order (see Section 3.3 below). The Contract between us will only be formed when we send you the Dispatch Confirmation.

3.3 If we are unable to supply you with any Goods, for example because those Goods are not in stock or are no longer available or because of an error in the price on our Websites, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount as soon as possible, by the same method in which the payment was originally made.

Subscriptions

3.4 Your order is an offer to buy from us. When you are placing an order, the following steps have to take place before a contract for the provision of your chosen level of Subscription is made between us (the “Contract”) in relation to your order:

3.4.1 after choosing the level of Subscription you wish to purchase, you must either log into your Account or set up an Account with us;

3.4.2 once you have logged into your Account, you place your order for your Subscription by pressing the ‘Pay’ button;

3.4.3 before placing your order, you will be given the opportunity to review and, if necessary, to change your level of Subscription and/or correct any errors in your order information. Please take the time to read and check your order at each page of the order process;

3.4.4 you will be asked to click to confirm that you accept our Terms of Purchase. If you do not wish to be bound by what you read you should not buy your Subscription through our Websites; and

3.4.5 once you have submitted your order details, you will see an on-screen acknowledgement that your Subscription has been placed and is now live, at which point the Contract will come into effect, and you will be directed to the Teacher hub. You will receive a receipt for your payment and an acknowledgement of your payment by email.

3.5 We will confirm our acceptance of your order to you by sending you an email and the Contract between us will only be formed when we send you this e-mail. Your subscription will be listed in your Account and you can make changes or upgrades, and cancel or renew your subscription through the main EdShed site.

3.6 If we are unable to supply you with a Subscription, for any reason we will inform you of this by email and will not process your order. If you have already paid for the Subscription, we will refund you the full amount as soon as possible, by the same method in which the payment was originally made.

3.7 If you choose to downgrade your subscription, a credit will be applied to your account at renewal such that your next invoice(s) are reduced. We will not issue refunds unless the account is being cancelled according to 7.

3.8 Where licenses can be assigned to users as part of your subscription it is possible to re-assign these licenses. You must not apply the same license to multiple users intentionally, other than as a long-term reassignment of that license.

3.9 Where licenses for Literacy Shed Plus are sold as being for a whole school, this means the number of classes in years 1-6 for UK primary schools. For all other schools this means children aged 5 and above with each child counting no more than once. Where a school has been found to be mislicenced, we reserve the right to modify the subscription backdating the cost difference to commencement of the subscription.

4. Description

4.1 Any images of Goods on our Websites are for illustrative purposes only. We cannot guarantee that your computer's display of the colors accurately reflects the color of the Goods. Your Goods may vary slightly from those images.

4.2 Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our Websites have a slight tolerance.

4.3 The Goods as shown on our Websites are subject to availability.

5. Price and Payment

5.1 The prices of the Products are as quoted on our Websites from time to time. We use our best efforts to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However, if we discover an error in the price of Product(s) you ordered, please see Section 5.5 for what happens in this event.

5.2 Prices for our Products may change from time to time, but changes will not affect any order which we have confirmed under a Dispatch Confirmation or confirmation e-mail.

5.3 The prices quoted for our Products on the Websites exclude taxes.

5.4 The price of our Products do not include delivery charges. Our delivery charges are as quoted on the Website from time to time and set out in the order summary prior to confirmation of your order.

5.5 It is always possible that, despite our best efforts, some of the Products on our Websites may be incorrectly priced. We will normally check prices as part of the order or dispatch process so that:

5.5.1 where the correct price is less than the price stated on our Websites at the time you placed your order, we will charge the lower amount when supplying the Products; and

5.5.2 where the correct price is higher than the price stated on our Websites at the time you placed your order, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Products at the correct (higher) price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.

5.6 When and how you must pay for products and services depends on your order type:

5.6.1 for Goods payment is taken in advance and you can pay by entering your debit/credit card details; and

5.6.2 for Subscriptions, we will invoice you annually in advance and you can make payment via BACS, credit/debit card and other methods. You must pay each invoice within 30 calendar days after the date of the invoice.

5.6.3 Subscriptions will be renewed automatically on the following basis:

a) We will send you a notice of automatic renewal at least 30 days before the end of your current Subscription.

b) YOUR SUBSCRIPTION WILL RENEW AUTOMATICALLY UNLESS YOU NOTIFY US BEFORE THE END OF THE CURRENT SUBSCRIPTION THAT YOU WISH TO END YOUR SUBSCRIPTION. YOU MUST CANCEL YOUR SUBSCRIPTION VIA THE METHOD DESCRIBED IN SECTION 3.5 BEFORE IT RENEWS IN ORDER TO AVOID BILLING OF THE NEXT PERIODIC SUBSCRIPTION FEE TO YOUR ACCOUNT.

c) We will invoice you for the Subscription in advance of the renewal, you will be charged to the same payment method as you paid originally. IF YOU ACTIVATE A SUBSCRIPTION, YOU AUTHORIZE EDSHED TO PERIODICALLY CHARGE, ON A GOING-FORWARD BASIS AND UNTIL CANCELLATION OF EITHER THE RECURRING PAYMENTS OR YOUR ACCOUNT, ALL ACCRUED SUMS ON OR BEFORE THE PAYMENT DUE DATE FOR THE ACCRUED SUMS. IF YOU PAID BY CREDIT OR DEBIT CARD, THE RENEWAL PAYMENT WILL BE TAKEN AUTOMATICALLY.

5.7 When placing an order, you confirm that the form of payment that you use to make payment to us is yours and that you have authority to place the order.

5.8 If you think an invoice or payment is incorrect please contact us promptly to let us know using one of the methods outlined in section 1.9 of these Terms of Purchase.

6. Provision of Products and Subscriptions

Goods

6.1 Your order for Goods will be fulfilled by the estimated delivery date set out in the Dispatch Confirmation.

6.2 We will deliver the Goods to the address you give us. Delivery will be completed when you or a person you have identified has taken physical possession of the Goods. International shipping charges are as set out on the Website from time to time. Delivery will be by [Royal Mail], and subject to their terms and conditions. If they are not able to deliver your Goods for any reason, they will contact you regarding re-delivery or collection of your Goods.

6.3 The Goods will be your responsibility from the completion of delivery.

6.4 You own the Goods once we have received payment in full, including all applicable delivery charges.

6.5 We deliver to countries outside of the United States of America (‘International Delivery Destinations’). If you order Goods from our Websites for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.

6.6 You will be responsible for payment of any such import duties and taxes as well as international bank payment charges for both the sender and receiver. Please contact your local customs office and bank for further information before placing your order.

6.7 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.

Subscriptions

6.8 We shall supply your Subscription to you until your Subscription expires or you end the contract pursuant to Section 5.6.3b.

6.9 We may suspend the provision of your Subscription, upon written notice to you, if you do not pay us undisputed amounts for your Subscription in accordance with Section 5.6.2 and you fail to make payment within a further [7] working days following notification that payment is due. We may suspend the Subscription until you have paid the outstanding amounts or terminate your Subscription at our discretion.

6.10 We may update or require you to update digital content provided under a Subscription, provided such digital content shall always match the description of it that we provided to you before you bought it.

Other

6.11 We may have to make minor changes to, or temporarily suspend the supply of, your Products to deal with minor technical problems or to comply with relevant laws or regulatory requirements. Where possible, we will notify you of this in advance. We will make reasonable efforts to resolve any technical problems as soon as reasonably possible.

6.12 We are not responsible for any delays in the provision of Products due to circumstances beyond our reasonable control and will contact you as soon as possible if this is the case, taking steps to minimize the effect of the delay. If we are unable to meet any estimated delivery date because of such circumstances, we will contact you with a revised estimated delivery date and if we cannot deliver the Products at all we will provide you with a full refund for all Products and Subscriptions already paid for.

6.13 We may need certain information from you so that we can supply Products to you, for example, adequate address details. If so, this will have been stated when you made your order through our Websites. If such information has not been provided, we will contact you to ask for this information and if you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may end the Contract. We will not be responsible for supplying Products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

7. Cancellation of Contracts and Returns

7.1 You have the right to cancel your order for Products within 14 days of:

7.1.1 delivery of your Goods, provided that you return the Goods to us unused and in the condition in which they were delivered. You are responsible for the cost of return postage or courier to us; or

7.1.2 the start of your Subscription provided you have not downloaded and used our premium resources.

7.2 You must delete all premium resources downloaded from our site upon cancellation or expiry of the subscription.

8. Our liability if you are a consumer

8.1 This Section 8 only applies if you are a consumer.

8.3 We only supply Products or the App to you for domestic and private use. You agree not to use the Products or the App for any commercial, business or re-sale purposes.

9. Our liability if you are a business customer

9.1 This Section 9 only applies if you are a business customer.

9.2 We only supply the Products or the App for internal use by your business, and you agree not to use the Products or the App for any re-sale purposes.

10. Written communications

10.1 There are certain pieces of information to do with the Products or the App that we, legally, have to send you in writing. To do this, we will send you an email to the e-mail address provided by you in your order. You agree you are happy to be contacted in this way and that this is “in writing”. This does not affect your statutory rights.

11. Contact us

11.1 We are Education Shed Inc., a Delaware corporate with registered office address: 13833 Wellington Trace Suite E4-#171 Wellington, FL 33414. Our telephone number is: 1-888-254-3098 and you can contact us using any of the methods outline in Section 1.9 of these Terms of Purchase.