Terms and Conditions

Last updated: July 27, 2015

1. Acceptance of and Revisions to Terms of Service. PLEASE READ THESE TERMS OF SERVICE (THE "TOS") BELOW. BY VISITING THE SITE AND/OR USING THE SERVICE (EACH AS DEFINED IN SECTION 2), INCLUDING BUT NOT LIMITED TO ANY FREE TRIAL OF THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THIS TOS. IF YOU DO NOT AGREE TO THE TERMS OF THIS TOS, PLEASE EXIT THIS SITE AND STOP USING THE SERVICE. This TOS constitutes a binding legal agreement between you and Spectrum Playground.

The Service, as defined below, is only available to (a) individuals over the age of 18 years old who, or any entities which, purchase the Service (each, an “Account Owner”), (b) any other individuals over the age of 18 years old who are invited by the Account Owner to access and use the Service with Students assigned by the Account Owner (each, a “Team Member”), and (c) only those children under the age of 18 who are authorized by an Account Owner to access and use the Service under the Account Owner’s or Team Member’s account in accordance with Section 5 (each, a “Student”). Account Owners and Team Members, collectively, are referred to as “you” or “your”, whether or not capitalized. By using the Service, you are certifying that you are an Account Owner or Team Member and you acknowledge that you have read, understand and agree to be bound by all of the terms in this TOS. If you register for the Service and set up an account on behalf of any entity, you represent and warrant that you are authorized to accept this TOS on such entity’s behalf. If you do not unconditionally agree to be bound as set forth in this Section 1, you may not access or use the Service.

Spectrum Playground, Inc. (“Spectrum Playground”, “Us”, “We”, or “Our”, whether or not capitalized) may revise this TOS at any time by updating this posting. Your continued access and use of the Service is contingent upon your agreement to be bound by any such revisions. You can view the most current version of the TOS Conditions at any time by visiting this Web page. Please note that Web sites launched by any affiliates, subsidiaries or divisions of Spectrum Playground may be governed by separate terms and conditions.

2. Description of Service. Spectrum Playground provides the Spectrum Playground website (“Site”) and its various related software, mobile apps, materials, products, services, as the same may be modified from time to time pursuant to Section 4 (collectively, with Content (as defined in Section 9) and the Site, the “Service”). Our Service may include, but is not limited to, education services, products, and information, as well as messaging, blogging and/or chat services. Spectrum Playground is not responsible for providing any equipment necessary to access and/or use the Service, including a computer or mobile device, modem, router, wireless connection, and Internet access.

3. Fees. In consideration of your use of the Service, Account Owner agrees to pay the subscription and license fees (the “Fees”) specified on the Site at the Pricing page for the term specified on the Site (the “Subscription Term”). All Fees are quoted and payable in US Dollars, and are exclusive of applicable taxes, levies and duties imposed by any taxing authority, including, without limitation, any applicable sales tax (“Taxes”). By subscribing as an Account Owner, you (a) warrant that your use of the particular credit card or other Spectrum Playground-accepted payment method is authorized and that all information that you submit to us, or any third party designated by us to receive such information, is true and accurate (including, without limitation, your name, address, credit card number and expiration date), and (b) agree to pay all Fees and Taxes, except for taxes imposed on Spectrum Playground’s income.

Your credit card will be charged at the start of your Subscription Term. You will receive an email receipt when a payment is processed. All Fees are non-refundable. Your subscription will renew automatically for a period equal to the Subscription Term unless cancelled in accordance with Section 7. Inaccurate or incomplete payment information may lead to suspension or cancellation of your account.

Account Owner will purchase a Student License for each Student associated with the Account Owner’s account. Each Student License purchased is to be used by a single student. Allowing more than one Student to share a Student License is a violation of this TOS and may result in termination of your account without refund, and the imposition of additional charges based on your unauthorized use. If you choose to increase the number of Student Licenses during your subscription term, a prorated amount will be charged for the remainder of the billing cycle. On your next billing cycle, the full amount for such Student License(s) for the subscription term will be charged. If you choose to reduce the number of Student Licenses this change will take effect immediately and NO PRORATED CREDIT WILL BE GIVEN for that subscription term; however, you will be charged the new amount reflecting the reduction in Student Licenses on your account for the new subscription term.

Spectrum Playground may offer a Free Trial of the service. The Free Trial may include access to all lessons for a limited time, or it may include access to a subset of lessons for an indefinite period of time. Spectrum Playground reserves the right to modify or discontinue, temporarily or permanently, the Free Trial, including any features of the Free Trial, for any reason, with or without notice. Spectrum Playground will not be liable to you or any third-party for any modification, suspension, or termination of the Free Trial or any features of the Free Trial.

4. Modification to Services or Fees. Spectrum Playground reserves the right to modify or discontinue, temporarily or permanently, the Service, including any features of the Service, for any reason, with or without notice. Prices of all services and products are subject to change upon 30 days’ notice from us. Such notice may be provided by posting the changes to the Site, via email, or otherwise, in Spectrum Playground’s sole discretion. Spectrum Playground will not be liable to you or any third-party for any price change, modification, suspension, or termination of the Service or any features of the Service.

5. Account Creation; Registration Data. In order to access the Service, Account Owners must create an account by completing our registration form that requests particular information and data (“Registration Data”). Account Owners may add Students to an account, but only if the Account Owner has purchased a Student License for such Students, and the Account Owner is (a) such Students’ parent or legal guardian, (b) an authorized school official using the Service at school, (c) an authorized therapist or clinician using the Service as part of therapy sessions. Account Owner warrants that all information provided in the Registration Data is true and accurate, that you have the authorization to provide Registration Data and any Student information, and that you will update this information as required to maintain its accuracy and completeness. Without limiting its rights in Section 7 below or stated elsewhere in this TOS, Spectrum Playground may suspend or terminate an account and refuse to offer access and use of the Service if any Registration Data, or Spectrum Playground has any reasonable grounds to suspect that such information, is untrue, inaccurate, not current, or incomplete. Account Owner must notify Spectrum Playground immediately upon suspicion of any unauthorized use of an account. Without limiting the foregoing, parents, legal guardians, school officials, therapists, and clinicians who have registered accounts hereunder, understand that they are responsible for the acts and activities of their minor children in connection with any use of the Service.

6. Password and Access to the Service. Each Account Owner and Team Member will be required to have his/her own user ID and password. Any user ID or password used in connection with the Service is personal to you, and you may not share, transfer or make available your user ID or password to others. For the avoidance of doubt, you may not provide your user ID or password to a Student. Any distribution by you of such user ID or password may result in cancellation of your account without refund, and the imposition of additional charges based on your unauthorized use. You agree that you will maintain the password as private and confidential information. You are solely responsible for all use of the Service that is accessed through your password, and are responsible for preventing any unauthorized use. If you believe an unauthorized use has occurred, you are required to notify Spectrum Playground immediately by sending an e-mail to [email protected]

7. Cancellation of Accounts by Account Owner. Accounts may be cancelled by the applicable Account Owner; Team Members and Students may not cancel accounts. To cancel an account, the Account Owner needs to click on the Account icon, click the Billing link, and then click the Cancel Subscription link. After an Account Owner cancels an account, the Account Owner and all related Team members and Students will lose access to all content in the cancelled account, and we reserve the right to delete all such content in the normal course of operations and maintenance. This content cannot be recovered after it is deleted. For accounts that are cancelled before the end of the current paid-up subscription period, the cancellation will take effect at the end of the current paid-up subscription period. If you are dissatisfied with the Service, or with any terms, conditions, rules, policies, guidelines or practices of using the Service, your sole remedy is to discontinue using the Service.

8. Suspension or Termination of Accounts by Spectrum. You agree that Spectrum Playground may, in its sole discretion, refuse any and all current or future use of the Service, terminate or suspend your account and/or use of the Service, and remove any content in your account, with or without notice and for any reason, including, without limitation, if we believe that you have violated or acted inconsistently with this TOS. You agree that Spectrum Playground is not liable to you or to any third party for any suspension or termination of your account, access to the Site and/or Service, or removal and/or deletion of any content from your account.

9. Intellectual Property Rights. All text, software (including source and object codes), visual, oral, auditory or other digital material, photographs, information, data, graphics and all other content of any description made available on the Site by Spectrum Playground, or included in the Service (collectively, the "Content”), and all copyrights, trademarks, service marks, patents, patent registration rights, trade secrets, know-how, database rights, and all other rights (proprietary, intellectual or otherwise) in or relating to the Content (collectively, the “Intellectual Property”) are owned by Spectrum Playground or its licensors, and are protected by copyrights, trademarks, service marks, international treaties or other proprietary rights and laws of the United States of America ("U.S."). You are granted a personal, nonexclusive, nontransferable, nonassignable, revocable, limited license to access and use the Site, Intellectual Property and Content solely for the purpose of using the Service. Except as expressly provided in this TOS, nothing contained herein will be construed as conferring upon you any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, laws or treaties. Furthermore, you may not use any of Spectrum Playground's trademarks, trade names or service marks in any manner that creates the impression that such names and marks belong to, or are associated with, you or are used with Spectrum Playground's consent, and you acknowledge that you have no ownership rights in and to any of these names and marks. All present and future rights in, and title to, the Service (including database rights and the right to exploit the Service and any portions of the Service over any present or future technology) are reserved to Spectrum Playground for its exclusive use.

Except as otherwise provided in this TOS, you (or the owner of any content that you post to our Services) retain ownership of all Intellectual Property in such content, which is defined as “your information.” When you elect to post your information on the Site or through the Service, you grant Spectrum Playground the irrevocable, royalty-free, perpetual, worldwide right and license to use, copy, edit, reproduce, modify, display, reformat, perform, publish, translate, distribute, redistribute, adapt, promote, and create derivative work of your information, including without limitation in any medium and via any form of technology. You acknowledge that Spectrum Playground owns all Intellectual Property rights in any derivate work, compilation, new or improved products or services, and/or collective work Spectrum Playground may conceive based on, using or incorporating your information (excluding your information itself, which you own and to which you have granted a license as described in the preceding sentence). You may provide Spectrum Playground, as part of your information, with comments, enhancement requests, recommendations, or other feedback including without limitation suggestions for improvements to the Service (collectively, “Feedback”). You agree not to publish or otherwise disclose such Feedback (except on the Site or through the Service) or otherwise use, reproduce, modify, display, reformat, perform, distribute, redistribute, adapt, promote, and/or create derivative works from such Feedback without Spectrum Playground’s prior written approval. You represent and warrant that you have all right, title and interest (including without limitation Intellectual Property rights) in and to your information to grant such licenses to us without infringement or violation of any third party Intellectual Property rights contract rights.

10. Limitations on Use of the Service. You will not use the Service for any illegal purpose or in any manner inconsistent with this TOS. The Content on this Website is for Personal Use only and not for commercial exploitation. As used in this TOS, "Personal Use" includes your use in a business, academic, professional, organizational, or individual setting, but DOES NOT include any activity or use that is in competition with, or which will become a competitor of, Spectrum Playground. Any other activity or use is an "Unauthorized Use". An Unauthorized Use also includes, but is not limited to, performing, or carrying out, any of the other prohibited acts set out in this Section. You will not: (a) decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Service, or use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users; (b) use any robot, spider, other automatic device, or manual process to monitor or copy the Service without Spectrum Playground’s prior written permission; (c) circumvent or disable any security or technological features or measures in the Service; (d) modify, adapt, hack or otherwise attempt to gain unauthorized access to the Service; (e) copy, modify, reproduce, download, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Service, including but not limited to audio, video, images, and graphics, except to the extent permitted in this TOS; (f) insert links from another website to any page of the Service without Spectrum Playground’s advance written approval; (g) upload any data, material, code, virus, or any other digital information that is intended to, or has the effect of, rendering all or parts of the Service ineffective, unavailable, or unusable, or which uses, or attempts to use, the Service for any purpose not intended by the Spectrum Playground; (h) frame the Service, utilize framing techniques to enclose any service mark, logo, or other proprietary information, place pop-up windows over the Service’s pages, or otherwise affect the display of the Service’s pages. This means, among other activities, that you will not engage in the practices of “screen scraping”, “database scraping”, or any other activity with the purpose of obtaining lists of users or other information;(i) use the Service in any unlawful manner, including but not limited to uploading, posting, emailing or otherwise transmitting content that infringes any Intellectual Property rights of Spectrum Playground or any third party. Your violation of any of the foregoing provisions constitutes Unauthorized Use, and will result in civil or criminal liability. Requests regarding use of the Service for any purpose other than Personal Use should be directed to [email protected]

11. User Conduct. Your use of the Service is subject to all applicable laws and regulations of your locality, state, nation and other relevant governing bodies. You are solely responsible for the substance and means of your communications to and from the Service.In connection with using the Service you will not, and you will not permit or authorize third parties to: (a) act in an unwanted or offensive manner; (b) use the Service for political or advertising purposes; (c) harm or exploit minors in any way or write comments that in any way refer to specific person(s) under 18 years of age or otherwise provide information about such person(s) under 18 years of age that allows any party to identify such person(s) under 18 years of age; (d) upload, post, email, submit or otherwise do anything with the Service that is unlawful, harmful, abusive, harassing, threatening, tortious, defamatory, profane, vulgar, obscene, libelous, invasive of another’s privacy, hateful or offensive; (e) act in a racially, ethnically, or otherwise objectionable manner; (f) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation; (g) post or reference pornographic materials (whether in visual, textual, or audio format); (h) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (i) collect or store personal data about other users, or otherwise interfere with anyone else’s use and enjoyment of the Service; or (j) discuss, incite or otherwise solicit illegal activity or use the Service for illegal purposes. Spectrum Playground may actively police the Service to ensure that your conduct is appropriate and commensurate with our standards. We do not assume liability for the contents of any material uploaded or submitted by third-party users of the Service, neither do we endorse the same. We have the right, in our sole discretion, to pre-screen, monitor, or edit user communications and/or remove any content that, in our sole judgment, does not comply with this TOS or other statement of rules by us; provided however, that we are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content.

12. Copyright Infringement. We respect the intellectual property of others, and we ask you to do the same. If you believe your work has been copied on the Site or through the Service in such a way that would constitute copyright infringement, you should send a copyright infringement notice to our Designated Agent (as identified below) promptly. The notification should be in writing and should include, as specified below:

A. Identify in sufficient detail the copyrighted work that you believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed.

B. Identify the Site or Service page or location that you claim is infringing the copyrighted work listed in item #1 above.

C. Provide information reasonably sufficient to permit us to contact you, including without limitation an email address, postal address and phone number.

D. Identify the country or countries to which your copyright applies.

E. Include the following statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law."

F. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."

G. Sign the paper or provide an electronic signature.

H. Send the written communication to the Designated Agent for Claimed Infringement via one of the following methods:

i. Email: [email protected]

ii. Postal Mail: Spectrum Playground, Inc., Attn: Copyright Infringement, 700 12th Street NW Suite 700 Washington, DC 20005

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site or Service without liability to any party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

13. DISCLAIMERS. THE SERVICE IS PROVIDED ON AN "AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS. SPECTRUM PLAYGROUND EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, INTEGRATION OR PERFORMANCE AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SPECTRUM PLAYGROUND DOES NOT WARRANT THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL FUNCTION AS DESCRIBED, BE UNINTERRUPTED OR ERROR FREE, OR BE UPDATED; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (D) ANY MATERIALS THAT YOU INTRODUCE INTO THE SERVICE WILL BE SECURE OR WILL NOT BE LOST, DAMAGED OR INACCESSIBLE; OR (E) THE SERVICE WILL BE AVAILABLE UPON REQUEST WITHOUT FAILURE OR INTERRUPTION.YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE DEVICE, OR COMPUTER SYSTEM, OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL SPECTRUM PLAYGROUND BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SERVICE. SPECTRUM PLAYGROUND DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICE INCLUDING, WITHOUT LIMITATION (A) ANY ERRORS IN, OR OMISSIONS FROM, THE SERVICE INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES, TRANSLATIONS, AND TYPOGRAPHICAL ERRORS, OR ANY UNAUTHORIZED ACCESS OR USE, CORRUPTION, DELETION, DESTRUCTION OR LOSS OF ANY OF YOUR MATERIALS OR DATA; (B) ANY THIRD PARTY WEBSITES OR THIRD PARTY SERVICES THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE SERVICE INCLUDING, BUT NOT LIMITED TO, ANY ERRORS IN OR OMISSIONS THEREFROM;(C) THE UNAVAILABILITY OF THE SERVICE (OR ANY PORTION THEREOF); (D) YOUR USE OF, OR INABILITY TO USE, THE SERVICE; OR (E) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SERVICE. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED, SPECTRUM PLAYGROUND’S SOLE OBLIGATION TO YOU FOR DAMAGES WILL BE LIMITED TO THE FEES PAID BY YOU TO USE THE SERVICE FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF SECTIONS 13 AND 14 IS TO ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF SPECTRUM PLAYGROUND WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

15. Indemnification. You agree to defend, indemnify and hold Spectrum Playground and its officers, directors, employees, agents, successors and assigns harmless from and against all costs, fines, penalties, losses and liabilities (including reasonable legal fees and disbursements, and costs of investigation, litigation, settlement, judgment, interest and penalties) arising as a result of or in connection with (a) a breach by you of this Agreement; (b) any third party claim, action or proceeding alleging that your material or the use thereof by Spectrum Playground or its licensors violates or in any way infringes the Intellectual Property of such third party; or (c) your Unauthorized Use of the Service. Spectrum Playground will promptly notify you of any such claim or action and will reasonably cooperate with you in the defense of such claim or action, at your expense. No failure to so notify you will relieve you of your obligations under this TOS except to the extent that you can demonstrate damages attributable to such failure. Within fifteen (15) days following receipt of written notice from Spectrum Playground relating to any claim, but no later than ten (10) days before the date on which any response to a complaint or summons is due, you will notify Spectrum Playground in writing if you elect to assume control of the defense and settlement of that claim (a “Notice of Election”). You will obtain the prior written approval of Spectrum Playground before entering into any settlement of such claim or ceasing to defend against such claim. If you do not deliver a Notice of Election relating to any claim within the required notice period, Spectrum Playground will have the right to defend the claim in such manner as it may deem appropriate, at your cost and expense. You will promptly reimburse Spectrum Playground for all such costs and expenses.

16. Unlawful Activity. Spectrum Playground reserves the right to investigate complaints or reported violations of the TOS and to take any action Spectrum Playground deems appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to e-mail addresses, usage history, IP addresses and other information.

17. Authorized Third Parties. Spectrum Playground reserves the right to allow third parties to provide any necessary services to Spectrum Playground and/or to Account Owners, Team Members or Students to enable Spectrum Playground to provide the Service.

18. Third Party Sites and Information. Content available through Service may represent the opinions and judgments of an information provider, user of the Service, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Spectrum Playground spokesperson speaking in his/her official capacity. You irrevocably waive any claim against Spectrum Playground in connection with any of the foregoing.

19. Remedies for Violations. Spectrum Playground reserves the right to seek any and all remedies available at law and in equity for violations of this TOS including, but not limited to, the right to block access from a particular Internet address to the Service, to suspend your right to use the Service, and to terminate this TOS in its entirety.

20. Governing Law; Dispute Resolution. This TOS is governed by, and construed in accordance with, the laws of the Commonwealth of Virginia without giving effect to conflicts-of-law principles thereof. At the written request of either party, the parties will attempt to resolve any dispute arising under or relating to this TOS through the informal means described in this Section 20, except as described below. Each party will appoint a senior management representative who does not devote substantially all of his or her time to performance under this Agreement. The representatives will furnish to each other all non-privileged information with respect to the dispute that the parties believe to be appropriate and germane. The representatives will negotiate in an effort to resolve the dispute without the necessity of any formal proceeding. Formal proceedings for the resolution of the dispute, as further described in Section 20 may not be commenced until the earlier of: (a) the designated representatives conclude that resolution through continued negotiation does not appear likely; or (b) thirty (30) calendar days have passed since the initial request to negotiate the dispute was made; provided, however, that a party may file earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors, or to apply for injunctive or equitable relief.

Except for any action to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors, or to apply for injunctive or equitable relief, any dispute, claim or controversy arising out of or relating to this TOS or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in Washington, DC before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Comprehensive Arbitration Rules and Procedures (and in accordance with the Expedited Procedures in those Rules). Judgment on the award may be entered in any court having jurisdiction. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

BY AGREEING TO THIS TOS, YOU HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR RIGHT TO FORM A CLASS OR OTHERWISE PARTICIPATE IN A CLASS ACTION SUIT AGAINST SPECTRUM PLAYGROUND, INCLUDING WITHOUT LIMITATION THE RIGHT TO HAVE AN ARBITRATION UNDER THIS TOS JOINED TO AN ARBITRATION RELATING TO ANY THIRD PARTY SUBJECT TO THIS TOS.

This TOS will not be subject to (a) the United Nations Convention on Contracts for the International Sale of Goods, or (b) any version of the Uniform Computer Information Transactions Act (UCITA) as it is, or may be, adopted in any state. Spectrum Playground does not represent that the Service are appropriate or available for use in countries outside the U.S. and any offer for any product, service, and/or information made in connection with the Service is void where prohibited. If you choose to access the Service from outside the U.S., you are responsible for compliance with foreign and local laws, if applicable.

21. Force Majeure. Spectrum Playground is not liable for any losses arising out of the delay or interruption of its performance of obligations, including without limitation delays or interruptions due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions by a third party, infiltration or disruption of the Service by a third party, or other catastrophes or occurrences that are beyond Spectrum Playground’s control.

22. Privacy; Personal Information. Your use of the Service is subject to Spectrum Playground’s Privacy Policy, available through this link and from any page on the Site. You agree that, if you provide any Personal Information (as such term is defined in the Privacy Policy) about a child under age 13 in order to allow them to use the Service, that you are either (a) the parent or legal guardian of such child and agree to be bound to this TOS with respect to the child’s use; (b) an authorized school official providing such information in compliance with applicable laws, including the Family Educational Rights and Privacy Act (FERPA), and the Service is described in any school Acceptable Use Policy (AUP) that is used to educate parents about in-school internet use, and agree to be bound to this TOS with respect to the child’s use; or (c) an authorized therapist or clinician who has properly informed the child’s parents or legal guardian about the use of the Service, and you agree to be bound to this TOS with respect to the child’s use.

23. Import/Export Compliance. You represent, certify and warrant that you are familiar with and will comply in all respects with all U.S. laws, regulations, and administrative requirements applicable under this TOS, including but not limited to the Export Administration Act (EAA), the Export Administration Regulations (EAR), the International Emergency Economic Powers Act (IEEPA), the antiboycott and embargo regulations and guidelines issued under the EAA, and the regulations of the U.S. Department of the Treasury, Office of Foreign Assets Control. In the event of a breach of this provision, you agree to indemnify, defend and hold Spectrum Playground harmless from any claim, action or fine by the U.S. government and/or other applicable jurisdictions.

24. Notices. All notices to a party will be in writing and will be made either via email or conventional mail. Notices to us must be sent to the attention of President of Spectrum Playground at [email protected], if by email, or at 700 12th Street NW Suite 700 Washington, DC 20005 if by conventional mail. When You use the Service, or send e-mails to Spectrum Playground, you are communicating with Spectrum Playground electronically. You consent to receive communications from Spectrum Playground electronically. Notices to you may be sent to the email address or mailing address supplied by you as part of your Registration Data. In addition, we may broadcast or post notices or messages via the Site to inform you of changes to the Service or other matters of importance. You agree that all agreements, notices, disclosures and other communications that Spectrum Playground provides to you electronically satisfy any legal requirement that such communications be in writing.

25. Injunctive Relief. Each party acknowledges that a breach by one Party of its obligations under this Agreement with respect to the Intellectual Property Right of the other party, or (b) a violation by one party of any license requirements and/or restrictions imposed on such party may cause irreparable harm and significant injury to the other party that may be difficult to ascertain. Accordingly, each party agrees that the other party will have the right to seek and obtain immediate injunctive relief from breach or threatened breach of this TOS, in addition to any other rights and remedies it may have, without requirement to post any bond. Such remedy will not be deemed to be the non-breaching party’s exclusive remedy but will be in addition to any and all other remedies available to the non-breaching party at law or equity.

26. Miscellaneous. This TOS incorporates by reference the Privacy Policy, and together they constitute the entire agreement with respect to access to, and use of, the Service, and supersedes all prior agreements and understandings of the parties with respect to that subject matter. The parties are independent contractors. This TOS does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the parties. The section titles in the TOS are used solely for the convenience of you and Spectrum Playground, and they have no legal or contractual significance. Any notice or other communication required under this TOS will be in English. You may not assign your rights and obligations under this TOS to any party, and any purported attempt to do so will be null and void. Spectrum Playground may freely assign its rights and obligations under this TOS. If any provision of this TOS is unlawful, void or unenforceable, then that provision will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force. Notwithstanding any other provisions of this TOS, or any general legal principles to the contrary, any provision of this TOS that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this TOS. Any failure by Spectrum Playground to enforce or exercise any provision of this TOS or related rights will not constitute a waiver of that right or provision. In any action to enforce this TOS, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action brought by you against Spectrum Playground or its affiliates must be instituted within one year after the cause of action arises or be deemed forever waived and barred. All amounts payable by an Account Owner under this Agreement will be made without setoff or counterclaim and without deduction or withholding.