TERMS OF USE

This Terms of Use document (“Agreement”) is a binding contract between you and RightSize Education Technologies, Inc. (“RightSize, “we”, or “us”), and governs how you may use our website www.rightsize.com, including the mobile version of the website, and the SPLAT apps (collectively, the “Services”). By using the Services, you agree to be bound by these terms and our Privacy Policy.

This Agreement may be changed or modified at any time. We will notify you of any changes by posting a written notice on the website. Using the Services after a change to this Agreement constitutes acceptance to all of the Terms.

1. Privacy Policy

By using the Services, you represent that you have read and consent to our Privacy Policy, which is incorporated into this Agreement by this reference. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the Services.

2. Copyrights and Trademarks

The images, names and other materials on the Services belong to or are licensed to RightSize. The materials are protected and registered under the Intellectual Property of the Philippines. If you use the images, names, materials or trademarks on the Services in a way that is not allowed by this Agreement, you are violating the Agreement and may also be violating copyright, trademark, and other laws. In that case, we will automatically revoke your permission to use the Services. Title to the materials remains with us or with the authors of the materials contained on the Services. All rights not expressly granted are reserved.

3. Content Submissions

SPLAT offers interactive features that allow you to submit materials on to the Services accessible and viewable by other users. You agree that any use of such features, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene or objectionable. You also agree that you have obtained all necessary rights and licenses. You agree to provide accurate and complete information in connection with your submission of any material. RightSize reserves the right to not post or publish any material, and to remove or edit any material, at any time in its sole discretion without notice or liability.

4. Limited License, Access, and Accounts

4.1. Limited License. RightSize grants you a non-exclusive, non-transferable, revocable, limited right and license, to access and use the Services using a personal computer or a mobile device solely in accordance with the terms of this Agreement.

4.2. Eligibility. You represent that you are an adult and have the legal capacity to enter a contract in the jurisdiction where you reside. If you are under the age of 18, your parent, legal guardian, or school must explicitly consent to your use of the Services. We support parent, guardian or school with access to, and correction of errors in, their children’s information.

4.3. Account. To access certain portions of the Services, you may be required to create an account. If your contact information changes, you agree that you will promptly update the account information to reflect those changes. You agree that you shall not create an account or use the Services if you (i) are under the age of 18, without the consent of your parent, legal guardian, or school, (ii) if you have previously been removed by RightSize or banned from using the Services, (iii) are located in countries embargoed by the Philippines and by the United States or (iv) on the U.S Treasury Department’s List of specially Designated Nationals.

4.4. Account Security. You are entirely responsible for maintaining the confidentiality of your account username and password. You agree to notify RightSize immediately if you believe that your account has been compromised. RightSize is not responsible for any lost incentives or prizes from a compromised account. Parents can access their children’s information and make desired corrections by contacting the school directly. For data privacy reasons, we are unable to modify or release any information directly.

4.5. Rules Related to SPLAT Account Names.

When you create an account, you will have to create a username. When creating a username, you should not use a name of another individual with the intent to represent or impersonate that individual. You will not provide inaccurate and false information or create an account for any individual other than yourself.

If RightSize finds a username to be offensive or improper, or believes it may be illegal, we may refuse to grant you the username, ask you to change or remove the username, and/or suspend or terminate your account.

4.6. User Rules. As a condition of use, you promise that, in connection with your use of the Services, you will not:

1. Violate any applicable law, regulation, or contract;
2. Without limiting the foregoing, make available through the Services any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity);
3. Misrepresent yourself in any way;
4. Make any false, misleading, or inaccurate statements;
5. Use language that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, unlawful, or invasive of another’s privacy;
6. Commit any action considered to be unethical;
7. Impersonate any person or entity, including any employee or representative of RightSize;
8. License, create derivative works from, any information, content obtained from the Services.

RightSize reserves the right to permanently suspend or terminate your account, and/or disqualify you from receiving any prize(s) or incentives, if it determines in its sole discretion that you have violated any of the User Rules on any part of the Services.

5. Links to Other Websites

The Services may contain links to websites operated by other parties. RightSize provides these links to other websites as a convenience, and use of those sites is at your own risk. We do not own or control these sites, and we are not responsible for the content available on other sites. Such links do not imply our endorsement of information or material on any other site and we disclaim all liability with regard to your access to and use of such linked websites.

6. Software Updates

In an effort to improve its service, RightSize may update SPLAT, including any of its software and mobile application, without notifying you.

7. Fees and Payments

7.1. Payments. When you purchase the SPLAT software or any product through the Services, you (a) agree to pay the price, fees and all applicable taxes in connection with your purchase (the “Full Purchase Amount”) and (b) authorize RightSize, or our payment processor, to charge your credit card or other payment method for the Full Purchase Amount. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. You must ensure that all information you provide is accurate, current and complete to continue using the Services. We reserve the right, with or without prior notice, to (i) discontinue or limit the available quantity of any product or aspect of the Services, and (ii) refuse to allow any user to purchase a product or deliver any product to a user.

7.2. Return and Refund Policy. All sales are final. There are no refunds or returns for the purchase of the Services or software application.

7.3. Changes to Products and Pricing. RightSize may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any services or products sold through the Services.

7.4. Order Acceptance/Confirmation. Your receipt of an order confirmation means we are simply confirming that we received your order. RightSize reserves the right to accept or decline your order for any reason. If we cancel an order after you have already been billed, then we will refund the billed amount.

7.5. Typographical Errors. If a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, we shall have the right to refuse or cancel any orders placed for the product listed at the incorrect price, whether or not the order has been confirmed and your credit card has been charged. If your credit card has already been charged and your order is canceled, we shall immediately issue a credit to your credit card account in the amount of the charge.

8. Awards, Prizes, and Virtual Currency.

You can earn virtual currencies in SPLAT. These virtual currencies cannot be exchanged for cash or used as cash under any circumstances. Students, however, may redeem their virtual currencies in exchange for badges, school merchandise, and other virtual rewards. You are solely responsible for verifying that the correct amount of virtual currency has been added to or deducted from your account. You hereby acknowledge and agree that: you have no claim, right, title, proprietary or ownership interest in any of the virtual currency or virtual assets regardless of any consideration offered or paid in exchange for those assets; and RightSize shall not be liable in any manner for the destruction, deletion, modification, impairment, hacking of or any other damage or loss of any kind caused to any of the virtual currency or virtual assets, including, but not limited to, deletion of virtual currencies or virtual assets upon the termination or expiration of your account. You understand that RightSize may remove or delete the virtual assets in your account at any time without compensation to you. RightSize and/or its licensors own the Services, and all prizes, awards, and virtual assets made available in SPLAT.

9. Notice for Claims of Copyright Infringement.

If you believe that content posted on the Services infringes upon your copyright, please submit notice, pursuant to the Intellectual Property Code, Republic Act No. 8293 of the Philippines or to the Digital Millennium Copyright ACT (17 U.S.C.§ 512(c)) of the USA to our Copyright Agent with the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;

(b) a description of the copyrighted work that you claim has been infringed;

(c) the URL of the location on our website containing the material that you claim is infringing;

(d) your address, telephone number, and email address;

(e) a statement made by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) a statement made under penalty of perjury that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our Copyright Agent can be reached by mail at RightSize, ATTN: Copyright Agent, Strata 2000 Suite 9A, Emerald Ave., Ortigas Center, Pasig City Philippines 1600 or ATTN: Copyright Agent, 19823 Hamilton Ave Suite 200, Torrance, CA 90502; or by email at SPLAT.Info@RightSize.com. Please note that attachments cannot be accepted at the email address for security reasons. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed.

10. Location

SPLAT data is stored in the same country as the Learners; US Learner data is stored exclusively in the US while Philippine Learner data is stored exclusively in the Philippines. If you use our services outside of your country you are responsible for observing student data privacy laws.

To maintain strong data security for Learner Data, SPLAT on mobile phones may access your device to determine your phone number or SIM’s serial number for security verification purposes. SPLAT records geolocation information data on data-save events. Location is not saved at any other time.

11. Disclaimer of Warranties

THE SERVICES, THE PRODUCTS OFFERED FOR SALE ON IT, AND THE TRANSACTIONS CONDUCTED THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE SITE MAY INCLUDE INACCURACIES, MISTAKES, OR TYPOGRAPHICAL ERRORS. WE DO NOT WARRANT THAT THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE.

RIGHTSIZE DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE SITE, YOU AGREE THAT RIGHTSIZE SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SOME OR ALL OF THE ABOVE DISCLAIMERS, LIMITATIONS, OR EXCLUSIONS MAY NOT APPLY TO YOU.

12. Limitation of Liability and Force Majuere

IN NO EVENT SHALL RIGHTSIZE OR ANY OF THE RELATED PARTIES BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. IN ALL CASES, THE AGGREGATE LIABILITY OF RIGHTSIZE SHALL BE LIMITED TO THE AMOUNT PAID BY THE CLIENT FOR THE PROJECT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF RIGHTSIZE AND ITS AFFILIATES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

RIGHTSIZE SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM RESULTING FROM CAUSES OUTSIDE THE REASONABLE CONTROL OF RIGHTSIZE, INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, WAR, TERRORISM, RIOTS, EMBARGOES, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRE FLOODS, ACCIDENTS, STRIKES, OR SHORTAGES OF TRANSPORTATION FACILITIES, FUEL, ENERGY, LABOR, OR MATERIALS.

13. Indemnification

You agree to indemnify, hold harmless and defend RightSize and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, network service providers, business partners and licensors at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by RightSize arising out of or relating to your (a) violation or breach of any term of this Agreement or any policy or guidelines referenced herein, including any unauthorized disclosure of personal or confidential information or (b) use or misuse of the Services.

14. Assignment

RightSize may assign this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without RightSize’s prior written consent, and any unauthorized assignment by you shall be null and void.

15. Governing Law; Arbitration

This Agreement shall be governed by, and will be construed under the Repubic of the Philippines Law and United States of America and the law of the State of California, without regard to conflict of law principles. Any dispute, arising out of or related to your use of the Services, shall be settled in the Philippines or in Los Angeles, California, otherwise agreed by the parties, conducted under the Optical Media Board or Streamlined Arbitration Rules for PH or Procedures of JAMS or Judicial Arbitration and Mediation Services for US, that are in effect at the time the arbitration is initiated and under the terms set in this Agreement. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by Republic Act No. 876 of the Philippines or Federal Arbitration Act of the USA and determined by a court rather than an arbitrator. Except as otherwise provided in this Agreement, (i) you and RightSize may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. By agreeing to this arbitration provision, you understand that you and RightSize waive the right to sue in court and have a jury trial.

You and RightSize agree that if any portion of this Agreement is found illegal or unenforceable, that portion shall be severed and the remainder of the Agreement shall be given full force and effect. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Services and supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and us with respect to the Services. You agree that no joint venture, partnership, employment, or agency relationship exists between you and RightSize as a result of this Agreement or your use of the Services.

16. Term and Termination

This Agreement is effective until terminated. RightSize may terminate this Agreement with or without notice for any reason, or for no reason. You may terminate this agreement by discontinuing your use of the Services, uninstalling and destroying all copies of the SPLAT software, and notifying RightSize in writing.

For questions regarding this Agreement, please contact us at: SPLAT.Info@RightSize.com.