Edmodo Connect Agreement2018-11-06T12:04:29+00:00

Edmodo Connect Agreement

EDMODO CONNECT AGREEMENT
Effective date: March 4, 2014

Please read this Edmodo Connect Agreement (the “Agreement”) carefully before using the Edmodo API (defined below) offered by
Edmodo, Inc. (“Edmodo,” “We,” “Us”) in connection with Edmodo Connect. Please read this Edmodo Connect Agreement (the “Agreement”)
carefully before using the Edmodo API (defined below) offered by Edmodo, Inc. (“Edmodo,” “We,” “Us”) in connection with Edmodo Connect.

This Agreement forms a legally binding contract between you and Edmodo in relation to your use of the Edmodo API and any features,
content, or applications offered from time to time by Edmodo in connection therewith (collectively, “Edmodo Connect”), to allow
Edmodo users (“Users”) to access your website(s) and/or application(s) (each, an “Application”) using their Edmodo login credentials
(“Edmodo Credentials”). To use Edmodo Connect to allow such access, you must first agree to this Agreement by clicking “accept” where
this option is made available to you. You may not use Edmodo Connect or otherwise access the Edmodo API in any manner if you do not
accept this Agreement. Edmodo reserves the right to change the terms of this Agreement at any time upon notice to you; your continued
use of Edmodo Connect or the Edmodo API in any manner following such notice constitutes your acceptance of the terms and conditions of
this Agreement as modified. If you are accepting this Agreement on behalf of an organization or entity, you represent and warrant that
you have the authority and power to bind such organization or entity to this Agreement.

  1. Restrictions.
    1. Edmodo Connect is offered subject to acceptance of all of the terms and conditions contained herein and all other operating rules,
      policies and procedures that may be published from time to time by Edmodo in relation to Edmodo Connect. In order to use Edmodo
      Connect or the Edmodo API, you must first create an Edmodo publisher account. Your use of Edmodo Connect and other aspects of
      Edmodo’s website and services is subject to Edmodo’s Terms of Service and Privacy Policy, both of which are incorporated into
      this Agreement by this reference. In the event of any conflict between this Agreement and any other terms and conditions you have
      agreed to with Edmodo, this Agreement will prevail with respect to the subject matter of this Agreement.
    2. Each Application is subject to Edmodo’s approval; your Application may be rejected or the ability of Users to access your Application
      using their Edmodo Credentials may be rescinded at any time, in Edmodo’s sole discretion, including if your Application fails to meet
      the terms of this Agreement or Edmodo’s rigorous standards of educational quality and security. Edmodo reserves the right to
      investigate and to monitor any Application for compliance with these terms. Such investigations and monitoring may include Edmodo
      accessing and using your Application, for example, to identify security issues that could affect Edmodo or its users and/or to
      monitor or collect usage data related to SDKs, including unique identifiers, associated IP addresses, version numbers, and which
      tools or services are being used. You consent to any such investigation or monitoring, and you agree not to interfere with such
      investigation or monitoring.
    3. You may not use Edmodo Connect or the Edmodo API if you are a person barred from using or receiving the Edmodo API under the
      applicable laws of the United States or other countries, including the country in which you are resident or from which you use
      the Edmodo API.
    4. In order to use Edmodo Connect, you must have a privacy policy that clearly and accurately describes how you collect, maintain,
      and use information from Users of your Application (your “Application Privacy Policy”). If your privacy policy is used to comply
      with the EU Data Protection Directive, then it must adhere to the US Safe Harbor principles of Notice, Choice, Onward Transfer,
      Security, Data Integrity, and Access, available at http://www.export.gov/safeharbor/eu/eg_main_018475.asp. The Application
      Privacy Policy must comply with the restrictions in this Section 1(d), and you must post it conspicuously on every page within
      the Application. You must also include a link to the Application Privacy Policy in any app marketplace that provides you with
      the functionality to do so. You must also protect the privacy and legal rights of Users. If a User or Edmodo provides you with,
      or your Application accesses or uses in any manner, user names, passwords, or other login information, or any personal information
      of any kind (including information that can be combined with other information to personally identify an individual), you must make
      all Users aware that the information will be available to you and your Application, and you must provide legally adequate privacy
      notice and protection for those Users. You must similarly obtain any consents, including parental consents, if required by Edmodo
      or by applicable law (including, without limitation, the Children’s Online Privacy Protection Act). Additionally, your Application
      may only use information collected about or from a User for the limited purposes for which the User has given you permission to
      do so. If your Application stores personal or sensitive information provided by or collected from Users, it must use commercially
      reasonable security measures to protect that data, and you must store that information only for as long as it is needed to support
      the applicable User’s use of your Application. Notwithstanding anything to the contrary, you may not collect from a User (via Edmodo
      Connect, your Application, or by any other method) any information (personally identifiable or not) beyond what Edmodo is permitted
      to collect from such User under Edmodo’s own Privacy Policy, including, but not limited to, geo-location tracking information.
      Nor shall you collect or use any information about a User for any reason or in any manner that is not necessary for the functioning
      of the Application. For avoidance of doubt, the term “User” refers to any user of the Application, whether such user is a classroom
      administrator, student, or otherwise. You will notify all Users if you modify the terms of the Application Privacy Policy, and any
      modified version thereof must also comply with the terms set forth in this Section.
    5. You agree to use Edmodo Connect only for purposes that are permitted by (i) this Agreement and (ii) any applicable law, regulation,
      or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding intellectual property and
      the export or import of data or software to and from the United States or other relevant countries). You will not use Edmodo Connect
      or the Edmodo websites or services, to market, sell, or promote any products or services that are not available for Users to access
      using their Edmodo Credentials. You will also not charge Users for use of Edmodo Credentials to access your Application.
      You will also host all Applications on your servers and equipment.
    6. You agree that you will not engage in any activity in connection with Edmodo Connect, including the development of or access to any
      Application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other
      properties or services of Edmodo or any third party. You will similarly not engage in any activity that is harmful, fraudulent,
      deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable.
    7. You will not collect, use, or directly or indirectly transfer any information obtained in connection with Edmodo Connect or from
      Users’ use of your Application, including aggregate, anonymous, or derivative data, to sell, advertise, promote, or distribute any
      products or services. During the term of this Agreement, you will not have a current or proposed program, feature, product, or
      service, offered via any channel, that is competitive with an Edmodo program, feature, product or service (a “Competitive Program”).
      If you are not sure whether something you intend to offer would be considered a Competitive Program, please contact Edmodo.
    8. You will delete all data that you receive via Edmodo Connect concerning a User if the User asks you to do so, and you will provide
      an easily accessible way for Users to make such a request. Likewise, if you stop using Edmodo Connect or Edmodo disables your
      Application for any reason, including violation of this Agreement, you must delete all information about Users you have received from
      us unless you have received explicit consent from the User to retain his or her data.
    9. You will use the Secure Sockets Layer (“SSL”) protocol in your Application to protect User data in transit, and you will utilize
      commercially reasonable efforts to protect User data that you store from unauthorized access or use. You further agree promptly to
      report to your users any unauthorized access or use of such information.
    10. Your Application must offer an explicit “Log Out” option to Users.
    11. You will require your Users to comply with any and all applicable laws, and you will not knowingly enable your Users to violate
      applicable law or Edmodo’s Terms of Service.
    12. You will only access (or attempt to access) the Edmodo API by the means described in the API documentation. If Edmodo assigns
      you developer credentials, you must use them with the Edmodo API. You will not misrepresent or mask either your identity or your
      API credentials when using the Edmodo API or your developer account.
    13. You agree that you are solely responsible for (and that Edmodo has no responsibility to you or to any third party for) any
      Applications offered in connection with Edmodo Connect and for the consequences of your actions (including any loss or damage
      which Edmodo may suffer) by doing so.
    14. You agree that you are solely responsible for (and that Edmodo has no responsibility to you or to any third party for) any
      breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law
      or regulation, and for the consequences (including any loss or damage which Edmodo or any third party may suffer) of any such
      breach.
  2. Support.

    You will: (a) use commercially reasonable efforts to provide telephone, web-based, and/or email support to Users who use your
    Application, and in no event shall such level of support be any worse than the level of support you provide to your other
    customers who do not access your Application using Edmodo Credentials; and (b) provide to Edmodo a current email address to
    which Edmodo may direct inquiries from purchasers regarding your Applications. Edmodo retains the right, but does not have
    the obligation, to immediately prevent or restrict your access to the Edmodo API or Users’ access of your Applications using
    Edmodo Credentials, or take any other action in case of technical problems, objectionable material, inaccurate listings,
    inappropriately categorized services, failure to provide adequate support, or actions otherwise prohibited by the procedures
    and guidelines provided to you by Edmodo, or for any other reason in the sole and absolute discretion of Edmodo.

  3. Intellectual Property Rights.
    1. You hereby grant Edmodo a worldwide, nonexclusive, sublicensable, perpetual, royalty-free, fully paid-up, transferable
      right and license: (a) to market your Applications and to permit others to use and access your Applications and any associated
      documentation using Edmodo Credentials, and (b) to your applicable trademarks and logos in connection with the marketing and
      provision of access to your Applications.
    2. You will not use any Edmodo names, marks, or logos (the “Edmodo Marks”), except as expressly permitted by this Agreement
      and Edmodo’s Brand Guidelines. Edmodo shall have the right to perform quality assurance inspections of each Application and
      your use of any Edmodo Marks, and to withhold rights to use such Marks if the quality is not satisfactory to Edmodo in its
      sole discretion.
    3. By using the Edmodo API, you do not acquire ownership of any rights in the API, and Edmodo does not acquire ownership
      of your Applications.
    4. If you provide feedback or suggestions about the Edmodo API, then Edmodo may use such information without obligation
      to you.
  4. License to Edmodo API
    1. Subject to full compliance with the terms of this Agreement and any other Agreement between you and Edmodo, Edmodo
      hereby grants you a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to use
      the Edmodo application programming interface and related information and documentation in the form they are provided to
      you by Edmodo (collectively, the “Edmodo API”) for the purpose of allowing you to build an interface allowing Users to
      access your Application with their Edmodo Credentials.
    2. If you institute a Competitive Program at any time after the term of the Agreement, you will not use in that Competitive
      Program any part of the Edmodo API or any related intellectual property in connection with that Competitive Program.
    3. You shall not sublicense or disclose (or allow access to) the Edmodo API (or any information derived from it) to any third
      party, and you will limit access to the Edmodo API (and any derived information) to your employees who are developing the
      interface described above. In support of this obligation, you shall apply at least the same security as you use to protect
      your own most confidential information. You shall not reverse engineer any aspect of the Edmodo API or permit anyone else
      to do so (except the foregoing shall not apply to the sole extent such a provision is prohibited by applicable law).
    4. You shall not block, disable, hide or limit in any way the ability of any device (whether or not it has the Application
      installed on it) to access the Edmodo websites, applications, and/or other services (collectively, the “Service”) or any
      portion or functionality of or enabled by the Service. You shall not modify, extend, subset or superset the Edmodo API to
      any extent. You understand that Edmodo may cease support of old versions or releases of the Edmodo API; you will always use
      and support the latest available version or release of the Edmodo API.
    5. You will not make any statement regarding your use of the Edmodo API that suggests partnership with, sponsorship by, or
      endorsement by Edmodo without Edmodo’s prior written approval.
  5. Registration and Security.

    As a condition to using Edmodo Connect, you may be required to register with Edmodo and select a password and user name
    (“User ID”) to obtain a publisher account. You shall provide Edmodo with accurate, complete, and updated registration
    information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of
    your account. You may not (a) select or use as a User ID a name of another person with the intent to impersonate that person;
    or (b) use as a User ID a name subject to any rights of a person other than you without appropriate authorization. Edmodo
    reserves the right to refuse registration of or cancel a User ID in its discretion. You shall be responsible for maintaining
    the confidentiality and security of your password and other account credentials, and you will notify Edmodo if you learn of
    any unauthorized use of your account. You will provide Edmodo with all requested data or information about you and your
    Application, and you will ensure such information is accurate and up-to-date.

  6. Representations and Warranties.

    You represent and warrant that: (a) the Applications do not and shall not infringe, violate, or misappropriate any law,
    statute, ordinance or regulation or rights of any third party; and (b) the Applications do not and shall not contain any
    virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program.

  7. Indemnity.

    You will indemnify and hold Edmodo, its parents, subsidiaries, affiliates, officers, and employees harmless (including,
    without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made
    by any third party due to or arising out of your access to or use of Edmodo Connect or the Edmodo API in any manner, your
    violation or your User’s violation of this Agreement, or the infringement by you or any third party using your account of
    any intellectual property or other right of any person or entity.

  8. Termination
    1. This Agreement shall remain in full force and effect while you use Edmodo Connect and the Edmodo API. Subject to the
      terms of this Section 8, either party may terminate this Agreement at any time, for any reason or for no reason, with
      fifteen (15) days’ notice to the other party.
    2. Notwithstanding anything else, Edmodo may terminate this Agreement, and/or terminate or suspend in whole or in part
      your access to the Edmodo API or any User’s access of your Application using Edmodo Credentials, without prior notice
      or liability, for any reason, including without limitation if you breach any of the terms or conditions of this Agreement,
      if your behavior or any Application is offensive or unacceptable in any manner (or otherwise fails to meet Edmodo’s
      rigorous standards of educational quality or security), or if you notify Edmodo that you intend to assign this Agreement
      to an Edmodo competitor pursuant to Section 12(b). Upon termination of your account, your right to use Edmodo Connect and
      Edmodo’s brand attributes will immediately cease.
    3. The following provisions shall survive termination of this Agreement: 1(a), 1(d), 1(i), 1(j), 1(k), 3, 4(b), 7, 8, 9,
      10, 11, and 12.
  9. Disclaimer.

    EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SUBJECT
    MATTER OF THIS AGREEMENT, AND EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
    LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

  10. Limitation of Liability.

    NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, EDMODO SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO
    THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY
    FOR (A) ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF
    $5,000.

  11. Confidentiality.
    1. You may receive business, technical, financial, or other information, materials, and/or ideas from Edmodo during the
      term of this Agreement, including without limitation the Edmodo API and personal information about Users (“Confidential
      Information”). You agree to hold in confidence, not disclose, and not use the Confidential Information (except for use
      as necessary to fulfill your obligations hereunder). To be clear, Edmodo is under no obligation to share any data with
      you.
    2. You understand and agree that Edmodo works with many application and software developers and some of their products or
      services may be similar to or perform the same or similar functions as your Applications (“Similar Offerings”), and
      Edmodo may also develop its own Similar Offerings. To avoid potential misunderstandings, Edmodo cannot agree to any
      confidentiality or use restrictions with respect to any information that you may provide in connection with your
      Applications or this Agreement, and nothing herein shall be construed to limit Edmodo from developing Similar
      Offerings.
  12. Miscellaneous.
    1. You shall bear and be responsible for all applicable federal, state, local and foreign taxes, duties, tariffs,
      levies, withholdings and similar assessments, if any, relating to the subject matter hereunder.
    2. This Agreement is not assignable, transferable or sublicensable by you (by operation of law or otherwise)
      except with Edmodo’s prior written consent; provided, however, that you may assign this Agreement to a successor
      to all or substantially all of your assets or business who agrees in writing to be bound by this Agreement, provided
      you give Edmodo thirty (30) days prior written notice thereof. Edmodo may transfer, assign or delegate this Agreement
      and its rights and obligations without consent.
    3. The parties agree that they are each independent contractors and nothing in this Agreement will be deemed to
      establish a joint venture, partnership, agency or employment relationship between the parties. Neither party
      has the right or authority to assume or create any obligation or responsibility on behalf of the other. Any notice,
      report, approval or consent required or permitted hereunder will be in writing. Except as otherwise set forth herein,
      any waivers or amendments will be effective only if made in writing and executed by both parties. If any provision of
      this Agreement is unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary
      so that this Agreement will otherwise remain in full force and effect and enforceable.
    4. This Agreement will be construed under the laws of the State of California, without regard to conflicts of law
      provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally
      settled by arbitration in San Mateo County, California, using the English language in accordance with the Streamlined
      Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one
      commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes,
      who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules
      and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application
      may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
      Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for
      injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties
      consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Mateo County, California,
      or Santa Clara County, California. The prevailing party in any action or proceeding arising out of this Agreement will be
      entitled to an award of costs and attorneys’ fees.
    5. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous
      written and oral agreements and communications relating to the subject matter of this Agreement.