Agreement to the Terms
These Terms accordingly govern administrators or Educators who are acting on a School’s behalf (“Authorized Administrator”) access to and use of the Wingspans platform, website, or any other website or application of Wingspans that link to or incorporate the Terms (collectively the “Services”). These Terms also govern Individual User. The term “you” as used herein shall refer to School and/or Authorized Administrator and/or Individual User with respect to the Services.
In accepting these Terms on behalf of a School, you represent and agree that: (i) you have the legal authority to bind such School to these Terms; (ii) you have read and understood these Terms; (iii) you agree, on behalf of the School, to these Terms; and (iv) School or any Authorized Administrator setting up user accounts is solely responsible for providing any legally required notices and obtaining any necessary permissions to use and share information in the Services and providing any legally required means for a parent or legal guardian to review or correct any student data.
Using the Services
Educators, Students, parents, or guardians of a Student, Authorized Administrators of a School account and Individuals User are each individually a “User” and collectively “Users.”
You agree not to use the Services for any purpose or in any way that is unlawful or prohibited by these Terms. Without limiting the foregoing, you may not: (a) knowingly use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services; (b) obtain or attempt to obtain any Content (as defined below) or information through any means not intentionally made available or provided for through the Services; or (c) submit or transmit any content, files, videos, photos, web links, or other materials to the Services, including but not limited to User Content (as defined below) or otherwise use the Services in ways that: (i) are defamatory, threatening, obscene, or harassing, (ii) contain a virus, worm, Trojan horse, or any other harmful component, (ii) interfere with the operation, appearance, security or functionality of the Services; (iv) include unsolicited commercial messages; or (v) impersonate a Wingspans employee, or any other person, or falsely stating or otherwise misrepresenting your affiliation with any person or entity.
In our sole discretion, we may suspend or stop providing the Services to any User or you for actions that violate these Terms or to protect the security, safety, and rights of other Users, Wingspans, or the Services, including to investigate suspected misconduct.
School and Student Accounts
Student Accounts are accounts created by Authorized Administrators. As used in this “School and Student Account “ section of the Terms, the term “you” means only the School and/or its Authorized Administrators. School and Authorized Administrators are responsible for (a) maintaining the security and confidentiality of the account credentials and taking reasonable steps to prevent unauthorized access to such account (e.g., logging out when done using the Services or away from your device); (b) creating Student accounts; and (c) providing all required notices and obtaining all necessary rights, permissions, or consents to access, monitor, use, or disclose any information, including Student Personal Information, from accounts of other Users.
As between Wingspans and School, School is responsible for any activities, including any violation of the Terms, that occur under a School account, an Authorized Administrator account, and any User accounts created by School or Authorized Administrator account. You shall notify Wingspans of any known or suspected unauthorized use of your account, other User accounts, or any known or suspected breach of security of the Services, including loss, theft, or unauthorized disclosure of your password. To the fullest extent possible and/or necessary, you are subject to these Terms in their entirety.
Individual User Accounts
Individual User Accounts are accounts created by Individual Users. As used in this “Individual User Accounts “ section of the Terms, the term “you” means only the Independent User. You may need to create an account to use and/or access our Website or Services. You are solely responsible for any activity on your account, so it’s important to keep your account password secure. When creating an account, you must provide accurate information about yourself. It is prohibited to use false information or impersonate another person or company through your account. If you decide to not have your full name serve as the name associated with your account, you may not use language that is offensive, vulgar, infringes someone’s intellectual property rights, or otherwise violates the Terms.
You are also solely responsible for any activity on your account. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that we are not responsible for third party access to your account that results from theft or misappropriation of your account. You may terminate your account with us at any time from your account settings. Similarly, you do not have a contractual or legal right to continue to use our Website. We may terminate or suspend your account (and any accounts we determine are related to your account) and your access to the Website should we have reason to believe you, your Content, or your use of the Website violate our Terms. We will generally notify you that your account has been terminated or suspended, unless you’ve repeatedly violated our Terms or we have legal or regulatory reasons preventing us from notifying you. If your account is terminated, whether by us or by you, you may lose any information or content associated with your account. To the fullest extent possible and/or necessary, you are subject to these Terms in their entirety.
The Services, and the information, data, and content made available in the Services (“Content”) and any software used to provide the Services, is protected by copyright under United States and foreign laws and international treaties. Unauthorized use of the Services, including the Content, may violate copyright, trademark, and other laws. Using the Services does not give you ownership of any intellectual property rights in the Services or the Content you access.
You may not store, modify, reproduce, transmit, reverse engineer, create derivative works, or distribute a portion of the Content. You may not copy the design, layout, organization, or “look and feel” of the Services in any form or media. The systematic retrieval of data from the Services is also prohibited. You may use the Services and access, download, and print materials from the Services solely for your (and your Students’) educational and non-commercial use. No right, title, or interest in any of the content contained in the Services, including but not limited to Content, is transferred to you as a result of accessing, downloading, or printing such Content. If you submit feedback, suggestions, or ideas about how to improve the Services (“Feedback”), we may use such feedback, suggestions, or ideas without obligation to you.
Security and Confidentiality
We may disclose Student Personal Information that is confidential: (a) at the direction of the School or Authorized Administrator; (b) as required or permitted by applicable law; (c) in accordance with valid legal process; or (d) with the written consent of the School or parent (to the extent required or permitted by applicable law). Before disclosing such information in accordance with legal process, we will use commercially reasonable efforts to promptly notify School. We shall not be required to provide notice before such disclosure if (i) we are legally prohibited from giving notice or (ii) the legal process relates to exceptional circumstances involving danger of death or serious physical injury to any person.
We may rely on one or more subcontractors to provide the Services. We have contracts in place with such subcontractors requiring them to protect Student Personal Information in a way that is at least as protective as we have committed to in these Terms and comply with applicable law.
For Schools subject to United States federal law, we acknowledge that data from Student Users may include “personally identifiable information” from “education records” that are subject to Family Educational Rights and Privacy Act (“FERPA”) (“FERPA Records”). To the extent that we receive FERPA Records in providing the Services, the parties agree that Wingspans functions as a “school official” with a legitimate educational interest pursuant to 34 CFR § 99.31(a)(1). With respect to FERPA Records, Wingspans will maintain its status as a School Official and acknowledges that a failure to do so may result in a termination of these Terms and any other agreement for the Services.
School owns and controls all Student Personal Information, including but not limited to FERPA Records, provided in the Services, whether provided by the School, another User, or any other third-party.
The limitations set forth in this section shall not apply to any information which we receive or that is provided to the Services pursuant to consent of Student User’s parent or guardian or consent of a Student User who is at least 18 years of age or the age of majority in such User’s jurisdiction of residence or from an Independent User. To the extent permitted by law, nothing contained herein shall be construed as precluding either party from releasing such information to the other so that each can perform its respective responsibilities.
Our Website may contain areas where you may upload, submit, store, send, or receive User-generated content such as video, photos, blogs, comments, or other materials (“User Content”). You are solely responsible for all User Content you upload or post to our Website. We do not control the User Content and, as such, do not guarantee the accuracy, integrity or quality of such User Content. In no event shall we assume or have any responsibility or liability for any User Content or for any claims, damages or losses resulting from your use of our Website and/or the appearance of User Content on our Website.
You retain ownership of any intellectual property rights held in User Content. You agree that we can use, host, display, modify and publish such content for the purpose of providing the Services. We do not claim any ownership rights in User Content that is submitted to the Services.
We reserve the right, at any time and without prior notice, to pre-screen, reject, move, edit, delete, or remove any User Content submitted to the Services that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to Wingspans, the Services or its users, consistent with applicable law, but we do not assume the obligation.
You and your School, and/or you as an Individual User, are responsible for, and agree you have the rights to submit, post and upload the User Content . You agree not to post or upload any User Content that violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others. You agree that if necessary, you have the consent of each and every identifiable person in any User Content you upload or post to use such person’s name or likeness in the manner contemplated by our Website.
You agree not to post or upload any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. You agree not to post or upload any User Content that violates any law or engage in activity that would constitute a criminal offense or give rise to a civil liability; You agree not to post or upload any User Content that advocates or provides instruction on illegal activity or discuss illegal activities with the intent to commit them. You agree not to post or upload User Content which contains advertising, marketing or any solicitation for products or services, or any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
You agree not to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity. You agree not to “stalk” or otherwise harass another. You agree not to collect or store personal data about other users or otherwise violate another user’s privacy. You agree not to post or upload any User Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Website. You agree not to upload or post any User Content that violates, infringes or misappropriates any third party’s copyright, trademark, trade secret, right of publicity or other intellectual property or proprietary right. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission.
Certain third-party products or services may be available for you to choose to use within the Services. You are not required to use such additional products in relation to the Services. If you elect to use such third-party services, you should review the terms, policies, and practices of the third-party products and services to understand their terms and policies with respect to any personal information, including Student Personal Information, they may collect from you Users. We are not responsible for any practices of the third-party services you select and make no assurances that their services will meet your needs.
WARRANTIES AND DISCLAIMERS
WE PROVIDE THE SERVICES USING A COMMERCIALLY REASONABLE LEVEL OF SKILL AND CARE. WE HOPE YOU WILL ENJOY USING THE SERVICES. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, WE DO NOT MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THE SERVICES’ RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS.”
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
LIMITATIONS ON LIABILITY OF WINGSPANS
EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, WHEN PERMITTED BY LAW, WE WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, FINANCIAL LOSSES, OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF WINGSPANS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES. THE ABOVE LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY CLAIMS FOR ACTUAL DAMAGES RESULTING FROM WINGSPANS’ BREACH OF THIS AGREEMENT CAUSED BY ITS GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.
Changes to The Services
We may, at any time, make changes to the Services, including its “look and feel,” features, and Content.
We may also modify these Terms or any additional terms that apply to the Services, for example, to reflect changes to the law or changes to the Services. We will post modifications to these Terms on this page and in the Services. If we make a material change to these Terms, we will provide thirty (30) days of written notice to School and to Individual Users by email to the email address specified in the applicable account.
Such material changes will not apply retroactively and will become effective no sooner than 14 days after they are posted and notification is provided. Depending on the changes, if you do not agree to the modified terms for the Services, we may not be able to continue to provide the Services to you and may have to discontinue your use of the Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
These Terms and the relationship between the parties shall be governed by the laws of the state of Rhode Island, USA without regard to any conflict of law provisions or rules and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to these Terms, or the relationship between you and us, shall be brought exclusively in the courts located in Providence County or the U.S. District Court for the District of Rhode Island.
You agree to submit to the exclusive personal jurisdiction of the courts located within Providence County or the District of Rhode Island, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
If a particular term is not enforceable, this will not affect any other terms set forth herein. Neither agreement to these Terms nor the failure of either party to assert a right or remedy under these Terms or under applicable law shall constitute a waiver by such party of such right or remedy.
You may have other agreements with Wingspans. Those agreements are separate and in addition to these Terms. These Terms do not modify, revise, or amend the terms of any other agreements you may have with Wingspans.
To contact us, please email us at firstname.lastname@example.org