These Terms of Use (“Terms”) are a legally binding agreement between you and Wonksknow LLC, a California limited liability company ("us", "we,", "our" and "Wonksknow") and govern your access to and use of the EdOptim™ software, products, and/or services (individually or collectively, the “Products”) and any information, content, text, graphics, photos or other materials uploaded, downloaded, purchased, or appearing on or through the Products (collectively referred to as “Content”). Additional terms or product requirements may apply to our individual Products and are available with the relevant Product. These Terms apply to all visitors, users, and others who access and use the Products (“Users”). The Products are offered as a managed service software-as-a-service to educational institutions and corporate entities (collectively, “Institutions”). By accessing or using the Products you agree to be bound by these Terms.
Notwithstanding the foregoing, nothing in these Terms supersedes or limits your rights under either the terms and conditions of any written agreement you have entered into with Wonksknow regarding the use of Products or applicable laws or regulations to the extent these Terms are prohibited by such laws or regulations. In the event of any conflict between these Terms and the terms and conditions of an applicable written agreement you have entered into with Wonksknow, the terms and conditions of the written agreement shall control.
You are responsible for your use of the Products. You may use the Products only if you can form a binding contract with Wonksknow. Subject to these Terms, you may access the Products’ services and functionality that we may establish and maintain from time to time and in our sole discretion. The Products may allow different types of accounts for different types of Users. You may use the Products only in compliance with these Terms, any agreement entered into by your Institution relating to the Products, and all applicable local, state, national, and international laws, rules and regulations.
In cases where you have authorized or registered another individual, including a minor, to use your account(s), you are fully responsible for (i) the online conduct of such user; (ii) controlling the user’s access to and use of the Products; and (iii) the consequences of any misuse. Wonksknow requires that Institution acquire affirmative consent from the parents, guardian, or other authorized adult of a minor for the use of the Products by such minor. For additional information on how your information may be used, please see your Institution’s privacy policy.
We provide the Products to Institutions. You should consult with your own Institution regarding its privacy policies. Since the Products are run as a managed services or software-as-a-service offering, Wonksknow’s or a third-party’s datacenters for the Products may be located anywhere around the world and your data may be transferred to another country or region (including the United States). Use of the Products may result in collection of private information by Wonksknow. Please see our privacy policy located here to learn more about the information we collect, store, use and share. By using the Products, you consent to the practices disclosed in our privacy policy.
You are responsible for Content that you submit, post or display on or through the Products (“Your Content”), and any consequences thereof. Your Content may be viewed by other users of the Products. You may be able to control who may view Your Content through privacy options in certain Products.
Wonksknow makes features available in certain areas of the Services that allow users to share information with other users of the Services. Please exercise caution when deciding to disclose your personal information to other users.
You retain rights to Your Content. By submitting, posting or displaying Your Content on or through the Products, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, host, store, copy, reproduce, process, adapt, modify, publish, transmit, create derivative works, communicate, display, and/or distribute Your Content in any and all media or distribution methods (now known or later developed) as part of providing any of the Products. You agree that this license includes the right for Wonksknow to provide, promote, and improve the Products and to make Your Content available to other institutions or individuals as part of providing the Products (including after termination of your use of the Products) and in accordance with your privacy settings. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to Your Content.
You must not: (i) use the Products for any illegal purpose or for the transmission of any material that is unlawful, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, obscene, tortious, or otherwise objectionable, or that infringes or may infringe the intellectual property or other rights of another; (ii) directly or indirectly interfere or attempt to interfere with the proper working of the Products, any account, or any communication or transaction being conducted on or through the Products; (iii) use any robot, spider, scraper, other automatic device, or manual process to monitor or copy any portion of the Products for any purpose without our prior expressed written permission; (iv) take any action which imposes an unreasonable or disproportionately large load on our infrastructure, (v) conduct fraud, hide or attempt to hide your identity, represent yourself as someone else, or manipulate or attempt to manipulate prices, compromise or attempt to compromise the security of any account, interfere or attempt to interfere with the proper working of the Products, or (vi) send any unsolicited email or advertising to any known user.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Products, and we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Products or obtained by you through the Products is at your own risk.
Wonksknow respects the intellectual property rights of others and expects users of the Products to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. Our designated copyright agent for notice of alleged copyright infringement appearing on the Products is:
Wonksknow LLC
Attn: Legal Department
6920 Koll Center Drive, Suite 219
Pleasanton, CA 94566, USA
Email: legal@wonksknow.com
Users may opt out of receiving future promotional electronic mailings from Wonksknow by following the unsubscribe procedures indicated in the mailing. Individual end users of Wonksknow software should contact their educational institution or other organization hosting the software for questions about access to the personal information collected by that institution. Please contact us at the address below if you have other questions about the information you receive from us or the information that we collect from you.
Wonksknow gives you a limited, revocable, personal, non-commercial, non-transferrable, and non-exclusive license to access and use the Products, subject to these Terms and any agreement entered into by your Institution relating to the Products, solely for the intended use of the Products, and not for competitive intelligence, analysis, demonstrations or any other purpose not expressly authorized by Wonksknow. You may not copy, modify, distribute, sell, or lease any part of our Products, nor may you reverse engineer or attempt to extract the source code of any Product, unless laws prohibit those restrictions or you have our written permission.
We may make available software to access the Products via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. Wonksknow does not warrant that the Mobile Software will be compatible with your mobile device. You may use mobile data in connection with the Mobile Software and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Wonksknow hereby grants you a limited, revocable, non-commercial, non-transferrable, and non-exclusive license to use a compiled code copy of the Mobile Software for one account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that Wonksknow may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Wonksknow or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Wonksknow reserves all rights not expressly granted under these Terms. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the Products.
The Products are always evolving and the form, nature, and/or functionality of the Products may change from time to time without prior notice to you. In addition, Wonksknow may stop (permanently or temporarily) providing the Products (or any features within the Products) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
All right, title, and interest in and to the Products (excluding Content provided by Users or other third parties) are and will remain the exclusive property of Wonksknow and its licensors. The Products are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Wonksknow name or any of the Wonksknow trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Wonksknow, or the Products is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
You may never use another User’s account without permission. In consideration of your use of the Products, you agree (i) that Your Information will be true, accurate, current and complete, and (ii) to maintain and promptly update Your Information to keep it true, accurate, current and complete. You are responsible for safeguarding any password that you use to access the Products (including passwords used on other Wonksknow products that permit single sign-on to the Products) and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You agree to (a) notify Wonksknow of any unauthorized use of your password or user identification and any other breach of security, and (b) ensure that you exit from your account at the end of each session.
As required by the laws of the United States and other countries: (i) you understand that the Products are subject to export controls under the U.S. Commerce Department's Export Administration Regulations ("EAR"); (ii) you are not located in a prohibited destination country under the EAR or U.S. sanctions regulations; and (iii) you will not export, re-export, or transfer the Products to any prohibited destination or persons or entities on the U.S. Bureau of Industry and Security Denied Parties List or Entity List, or the U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, or any similar lists maintained by other countries, without the necessary export license(s) or authorization(s).
We may suspend or terminate your accounts or cease providing you with all or part of the Products at any time for any reason, including without limitation if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Products is no longer commercially viable. In such a termination event, the license granted hereunder shall automatically terminate. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Products, except that the following Sections shall continue to apply: 2, 3, 5 (excluding your license), 6, 9, 10, and 11.
Further, if you stop using the Products for more than 60 days, your accounts may be deleted and Wonksknow assumes no responsibility for Content deleted following inactivity. If you wish to delete your Wonksknow Product account(s) in their entirety(ies), you may contact your Institution or us via privacy@wonksknow.com and specify which Wonksknow Product account(s) you wish to delete. We will delete your specified accounts in compliance with your Insitution’s privacy policy and data retention policy, unless otherwise prohibited by law or legal process.
Nothing in this Section shall affect Wonksknow’s rights to change, limit, or stop the provision of the Products without prior notice, as provided above in Section 6.
Please read this Section carefully since it limits the liability of Wonksknow and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and/or licensors (collectively, the “Wonksknow Entities”). Each of the Subsections below only applies up to the maximum extent permitted under applicable law. Nothing in this Section is intended to limit any rights you may have which may not be lawfully limited.
A. The Products are Available “AS-IS”
Your access to and use of the Products or any Content are at your own risk. You understand and agree that the Products are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE WONKSKNOW ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. No advice or information, whether oral or written, obtained from any of the Wonksknow Entities or through the Products, will create any warranty not expressly made herein.
B. HIPAA Disclaimer
Wonksknow does not warrant or provide any assurances that your use of the Products will comply with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). If you are a health care provider, health plan, insurer, health care information clearinghouse or other entity that may be considered a “covered entity” under HIPAA or a “business associate” of a “covered entity” under HIPAA, you shall take all steps necessary to comply with HIPAA and shall be responsible for any applicable compliance with HIPAA. You agree, that you will not provide Wonksknow with any protected health information (as that term is defined under HIPAA) and that Wonksknow is therefore not deemed to be a business associate for purposes of compliance with HIPAA.
C. Links
The Products may contain links to third-party websites or resources. You acknowledge and agree that the Wonksknow Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Wonksknow Entities of such websites or resources or the content, products, or services Available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
D. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WONKSKNOW ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON, THROUGH, OR ASSOCIATED WITH THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE PRODUCTS; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE WONKSKNOW ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID WONKSKNOW, IF ANY, IN THE PAST SIX MONTHS FOR THE PRODUCTS GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE WONKSKNOW ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
E. Indemnity
You agree to defend, indemnify and hold harmless Wonksknow, its subsidiaries and affiliates (including their respective owners, directors, officers, employees, agents, representatives and agents) from and against any and all loss, liability, claims and demands (including, without limitation, reasonable attorneys' fees, costs and expenses) arising out of or relating to (i) any violation by you of these Terms, or (ii) any breach of any of your representations or warranties in these Terms. These indemnity obligations shall survive any expiration or termination of your relationship with Wonksknow.
A. Waiver and Severability
The failure of Wonksknow to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
B. Governing Law
These Terms and any action related thereto will be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings, or litigation arising in connection with the Products will be brought solely in the federal or state courts located in San Francisco, California, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
C. Entire Agreement
These Terms are the entire and exclusive agreement between Wonksknow and you regarding the Products, and these Terms supersede and replace any prior agreements between Wonksknow and you regarding the Products.
We may revise these Terms from time-to-time, the most current version will always be at the referenced link. If the revision, in our sole discretion, is material we will notify you through the Products or through the email associated with your profile. By continuing to access or use the Products after those revisions become effective, you agree to be bound by the revised Terms.
These Products are operated and provided by Wonksknow:
Wonksknow LLC, 6920 Koll Center Drive, Suite 219, Pleasanton, CA 94566, USA
If you have any questions about these Terms, please email: legal@Wonksknow.com.