Last Updated on 3 May 2021. These terms and conditions are effective immediately.
These terms and conditions (the “Terms”) govern your access to and use of Convertsation Ed Inc.’s websites, mobile applications, electronic or other services, plugins, and any other content or service that links to or references these Terms (hereafter, collectively and individually referred to as “Site” or “Sites”). By accessing or using the Site, you are agreeing to these Terms and concluding a legally binding contract with Convertsation Ed Inc., a Delaware corporation (“Company”). Do not access or use the Site if you are unwilling or unable to be bound by the Terms.
“You” and “Your” refer to you, as a user of the Site, as well as any other individual, entity, school, university, college, organization, group, club, or other individual or individuals you are associated with. A “user” is any person, company, or other entity who accesses, browsers, crawls, scrapes, downloads, installs, incorporates into their own product, service, or site, or in any way uses the Site. “We,” “us,” and “our” refer to Company.
“Content” means text, images, photos, audio, video, location data, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Site, such as assignments, prompts, responses, chats, questions, answers, reviews, compliments, invitations, check-ins, messages, and information that you input into your account profile. “User Content” means Content that users submit or transmit to, through, or in connection with the Site. “Company Content" means Content that we create and make available in connection with the Site. “Third Party Content” means Content that originates from parties other than us or users of the Site, which is made available in connection with the Site. “Site Content” means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and Company Content.
We may modify the Terms from time to time. The most current version of these Terms will be located here. You understand and agree that your access to or use of the Site is governed by the Terms effective at the time of your access to or use of the Site. If we make material changes to these Terms, we may notify you by email or by posting a notice on the Site prior to the effective date of the changes. We may also indicate the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms. You understand and agree that your continued access to or use of the Site after the effective date of modifications to the Terms indicates your acceptance of the modifications.
We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with us, and any inconsistencies among the different versions will be resolved in favor of the English version.
To access or use the Site, you must be 13 years or older and have the requisite power and authority to enter into these terms (hereafter, an “Eligible User.”). You may not access or use the Site if you are a competitor of ours or if we have previously banned you from the Site or closed your account. (hereafter, an “Ineligible User.”) You may not access or use the Site if you are a competitor of ours or if we have previously banned you from the Site or closed your account.
If you are an Eligible User, we grant you permission to use the Site subject to the restrictions in these Terms. Your use of the Site is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. If you are not an Eligible User, you may not use the Site for any purpose whatsoever.
The Site may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Site. You are responsible for maintaining the confidentiality of your account password or other credentials. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.
By creating an account, you agree to receive certain communications in connection with the Site. For example, you might receive notifications regarding the services offered by the Site. We may provide an interface to allow you to opt-out of non-essential communications.
You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by us or any third party.
You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates 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; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
As between you and us, you own Your Content. We own Our Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Site Content, computer code, products, software, aggregate information or displays, ratings, and all other elements and components of the Site excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with Our Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of Our content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and Our content are retained by us.
We and our licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
User Content (including any that may have been created by users employed or contracted by us) does not necessarily reflect our opinion. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates our Content Guidelines. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.
We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.
You agree not to, and will not assist, encourage, or enable others to use the Site to:
You also agree not to, and will not assist, encourage, or enable others to:
You represent that you have read and understood our Content Guidelines.
We do not take kindly to those who abuse the intellectual property rights of others. If you believe that your copyright or trademark is being infringed on the Site, please send us a written notice with the following information:
At the same time, we do not take kindly to those who abuse the scope of their own intellectual property rights. If you believe that your content should not have been removed for alleged copyright or trademark infringement, you may send us a written counter-notice with the following information:
We will respond to all such notices and comply with applicable law. We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. We also reserve the right to terminate a user’s account if the user is determined to be a repeat infringer.
You can send us your copyright or trademark notices in the following ways.
By mail, courier, or fax:
Convertsation Ed Inc. Attn: General Counsel Address: 4 Manheim Road Essex Fells, New Jersey 07021
By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against us and our users any claims and assertions of any moral rights contained in such Feedback. THIRD PARTIES
The Site may include links to other websites or applications (each, a “Third Party Site”). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.
You agree to indemnify, defend, and hold us, our parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “Convertsation Ed Inc. Entities") harmless, including costs, liabilities and legal fees, from any claim or demand made by you (including a cross-claim, 3rd party claim, or claim for contribution), or by any third party, arising out of (i) your access to or use of the Site, (ii) your violation of the Terms, (iii) any products or services purchased or obtained by you in connection with the Site, (iv) your inclusion of the Site, or any portion thereof, into any other product, site, or service, including but not limited to your use of a Shopify Plugin that incorporates any portion of the Site into your site or service or (v) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS OUR LIABILITY TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE CONVERTSATION ED INC. ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. THE CONVERTSATION ED INC. ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, THE CONVERTSATION ED INC. ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE. THE CONVERTSATION ED INC. ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SITE OR THE SITE’S USERS. ACCORDINGLY, THE CONVERTSATION ED INC. ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK. THE CONVERTSATION ED INC. ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE CONVERTSATION ED INC. ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE. THE CONVERTSATION ED INC. ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE CONVERTSATION ED INC. ENTITIES IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100. THE CONVERTSATION ED INC. ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
Delaware law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and us (a “Claim”), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN ESSEX COUNTY, NEW JERSEY.
We reserve the right to modify, update, or discontinue the Site at our sole discretion, at any time, for any or no reason, and without notice or liability. We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Site. Except as otherwise stated in above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party. The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms. Any failure on our part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect.