EDUCATOR PORTAL TERMS OF SERVICES
Effective as of October 4, 2021
PLEASE READ THIS WEBSITE TERMS OF SERVICES AGREEMENT (“Agreement”) CAREFULLY. This Agreement has been prepared as a legally binding agreement between you (sometimes referred to as “you” or “your”) and For The Win Robotics (“FTW Robotics”, “us”, “our”, or “we”) (You and FTW Robotics are collectively referred to as the “Parties”).
FTW Robotics makes this FTW Robotics website that links to this Agreement (the “Site”), the educator portal available via https://www.ftw-robotics.com/educator-portal (“Educator Portal”), FTW Robotics Property (defined below) on the Site, and other services we offer (collectively, the “Services”) available for your use subject to the terms and conditions in this Agreement. Use of our mobile application will also be subject to separate terms and some Services will be subject to supplemental terms as published on our Site or made known to you.
IMPORTANT NOTICE: YOUR USE OF THE SERVICES IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 11 OF THIS AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION, UNLESS PROHIBITED BY LAW OR YOU EXPRESSLY OPT OUT OF ARBITRATION AS DESCRIBED IN THAT SECTION. Please carefully review Section 11 of this Agreement for more information.
1.Revisions to this Agreement
We may revise and update this Agreement from time to time and will post the updated Agreement to the Services. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes, any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Your continued use of our Services will constitute your agreement to any new provisions within the revised Agreement.
By using or otherwise accessing our Services, you hereby represent and warrant to us that you:
are over the age of majority in your jurisdiction or otherwise have the power and authority to enter into and perform your obligations under this Agreement, including, if you are below the age of 18, you have consent of a parent or guardian to access and use the Services; and
will comply with the terms and conditions of this Agreement and any other agreement to which you are subject to that is related to your use of the Services or any part thereof. You may not use our Services if you are prohibited, either by the laws of the United States of America or any other country, from accessing our Services or receiving any services via our Services.
3.Use of FTW Robotics Services
3.1 FTW Robotics Property.
The Services, including all aspects of Site and Educator Portal (including FTW Robotics Property, as defined below), is the property of, and owned by, FTW Robotics or its licensors. All content, software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, and FTW Robotics technology used to deliver the Services or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via the Services are “FTW Robotics Property”. Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, de-compilation, modification, reverse engineering, translation or disassembly of FTW Robotics Property is prohibited. You acknowledge that FTW Robotics Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of FTW Robotics Property would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond.
3.2 FTW Trademarks.
“Build, Fly, Code” and any associated logos or other marks posted or currently in use on the Services (“FTW Robotics Marks”), are registered or unregistered trademarks or service marks of FTW Robotics or its licensors. You shall use the FTW Robotics Marks only in the manner and for purposes authorized by FTW Robotics and shall ensure that all uses include appropriate copyright and trademark notices. You may not use them, or any of our other marks or logos, in any manner to cause confusion or that disparages or discredits us. The Services may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Services, will inure solely to the benefit of their respective owners. In addition to the license granted in Section 3.3 below, subject to your compliance with this Agreement, FTW Robotics hereby grants to you the non-exclusive, limited right and revocable license to use FTW Robotics Marks in the manner and presentation provided or made available to you by FTW Robotics for the purpose of promoting Services provided by FTW Robotics. You warrant that its use of any FTW Robotics Marks shall conform to FTW Robotics’ then current trademark and logo guidelines, and other FTW Robotics’ requirements governing the use of FTW Robotics Marks as notified to you from time to time.
3.3 Your License to Access the Service.
On the condition that you comply with all your obligations under this Agreement, FTW Robotics grants you a limited, revocable, non-exclusive, non-transferable license to access or use our Services, provided that you keep intact all copyright, trademark and other proprietary notices when using FTW Robotics Property outside of the Educator Portal. Any use of the Services in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use the Services. . We reserve the right to withdraw or modify any FTW Robotics Property or services we provide on the Services without notice.
3.4 Use and Access to Educator Portal.
An access code is required to use and access the Educator Portal (the “Access Code”). With our permission, You may disseminate Access Codes issued to you to other individuals (e.g., your students) in connection with your use of our Services (the “Other Authorized Users”, together with you, “Users”), on the condition that you are responsible for those Other Authorized Users acts or omissions. One Access code is limited to one User at a time and shall not be used concurrently by different Users. Upon termination of this Agreement for cause, You shall, and shall require Other Authorized Users to return Access Code to FTW Robotics. You are responsible for keeping all Access Codes, passwords, and other Credentials issued to you confidential and secure.
3.5 Prohibited Conducts.
You agree that you will not (and will not permit any third party to), under any circumstances:
use our Services for any illegal or unauthorized purpose;
use our Services for any purpose that may be deemed by us to be threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, explicit or otherwise in violation of this Agreement;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of our Services;
copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Services is based;
use any Services or FTW Robotics Property in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
impersonate any person or entity; collect or store personal data about other users without permission; or disclose private or proprietary information that you do not have the right to disclose;
solicit information from another user in furtherance of identity theft or another unlawful purpose;
frame or otherwise simulate the appearance or functions of the Services or any portion thereof;
sell, resell, rent, lease, loan, sublicense, or redistribute any portion of our Services, including any FTW Robotics Property included on our Services;
use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on our Services, deep-link to any feature or FTW Robotics Property on our Services, bypass, circumvent, disable or otherwise interfere with our robot exclusion headers or other similar measures; or
use our Services for any purpose that constitutes unauthorized or unsolicited advertising, junk or bulk e-mail, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling.
Although we do not generally monitor user activity occurring in connection with our Services, if we become aware of any possible violations by you of any provision of this Agreement, FTW Robotics reserves the right to investigate such violations, and we may, at its sole discretion, immediately terminate your license to use our Services, without prior notice to you or anyone else.
4.Your Suggestions and Other FTW Robotics Property
We welcome your comments regarding the Services, FTW Robotics Property, and our other products and services, and any FTW Robotics Property you provide through any interactive features on the Services. If you elect to provide or make available suggestions, comments, ideas, improvements, or other information or materials to us in connection with or related to the Services and FTW Robotics’ products or services (including any related technology), whether you send such information or materials to us through our Website, Services, our social media pages, or through a separate communication channel (“Feedback”), you grant us a worldwide, non-exclusive, perpetual, royalty-free, fully sub-licensable, irrevocable right and license to use, reproduce, perform, display, disclose, reproduce, adapt, modify, re-format, create derivative works of, license, transfer and otherwise commercially or non-commercially exploit any and all Feedback in any manner. Please do not send us such information or materials if you do not wish to grant us the rights set forth in this Section.
We respect the intellectual property rights of others. If you believe that any FTW Robotics Property of our Services may infringe your copyrights or other intellectual property rights, please notify FTW Robotics.
5.Third Party Websites
The Services may include or provide links to other websites on the Internet that we do not control. These other websites may provide opinions, recommendations, or other information from various individuals, organizations, or companies. We are not responsible for the nature, quality, or accuracy of the FTW Robotics Property or opinions expressed on such websites and we do not investigate, monitor, or check them for quality, accuracy, or completeness. Inclusion of any linked website on the Services does not imply or express an approval or endorsement of the linked website by us or of any of the FTW Robotics Property, opinions, treatments, information, products, or services provided on these websites, even if we receive a referral fee in connection with your use of such third-party websites.
6.Your Privacy; Protection of Your Account Credentials
You are responsible for protecting your Access Codes or other user account log-in credentials from unauthorized access and use. You must promptly notify FTW Robotics by email at email@example.com of any known or suspected unauthorized use(s) of your account.
7.Disclaimer of Warranties
7.2 System Unavailability.
There may be times when our Services are unavailable due to technical errors or network outages or for maintenance and support activities. We do not represent, warrant, or guarantee that our Services will always be available or completely free of human or technological errors.
Our Services and FTW Robotics Property may contain typographical mistakes, inaccuracies, or omissions and some information may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. We do not make any representation or warranty concerning errors, omissions, delays, or defects in the Services or FTW Robotics Property or any information supplied to you via the Services, or that files available through the Services are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.
You must provide the equipment and Internet connections necessary to access the Services at your own expense.
8.Limitation of Liability
We are not responsible for any damages to you or anyone filing suit on your behalf for any reason.
FTW ROBOTICS AND ITS LICENSORS, PARENTS, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES OR SUCCESSORS-IN-INTEREST (“FTW PARTIES”), WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS, DEMANDS, LOST PROFITS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RELATING TO THIS AGREEMENT, YOUR USE OR INABILITY TO USE THE SERVICES OR ANY INFORMATION YOU OBTAIN FROM THE SERVICES, OR ANY OTHER INTERACTION WITH THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF FTW PARTIES, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE LESSER OF ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR YOUR DIRECT PROVABLE DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONs OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND FTW ROBOTICS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
9.Release and Indemnification
You agree to release FTW Parties from any and all liability and obligations whatsoever in connection with or arising from your use of our Services or FTW Robotics Property. If at any time you are not satisfied with the Services or object to any FTW Robotics Property or other material within or on the Services, your sole and exclusive remedy is to immediately stop using and otherwise accessing the Services.
You agree to indemnify and hold FTW Parties harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees, disbursements and court costs) arising from or in connection with: (i) the use or inability to use our Services or any FTW Robotics Property; (ii) your breach or violation of this Agreement or any other guidelines or agreements referenced in this Agreement; (iii) any information you provide to FTW Robotics (including any Feedback or other user submitted content); (iv) your link to, or inability to link to, our Services or FTW Robotics Property; (v) your violation of any rights of any third party, including privacy and intellectual property rights. You will have the right to defend and compromise such claim at your expense for the benefit of the FTW Parties; provided, however, you will not have the right to obligate the FTW Parties in any respect in connection with any such settlement without the prior written consent of the indemnified Party. Notwithstanding the foregoing, if you fail to assume your obligation to defend, the FTW Parties may do so to protect their interests and you will reimburse all costs incurred by the FTW Parties in connection with such defense.
9.3 Release by California Residents.
If you are a California resident or could otherwise claim the protections of California law, you further expressly waive the provisions of Section 1542 of the California civil code, which reads as follows: “A general release does not extend to the claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release which, if known by him or her, must have materially affected his or her settlement with the debtor.” You acknowledge that you have read and understand Section 1542 of the California civil code, and you hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to your release of any claims you may have against FTW Robotics.
10.Choice of Law
This Agreement and the rights of the Parties hereunder will be governed by and construed in accordance with the Laws of the State of California, exclusive of conflict or choice of law rules. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding sentence with respect to applicable substantive Law, any arbitration conducted pursuant to the terms of this Agreement will be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1‑16).
Any dispute, claim or controversy in connection with, arising out of or relating to the Services, this Agreement or the breach, termination, enforcement, interpretation or validity of this Agreement, including, but not limited to, the determination of the scope or applicability of this agreement to arbitrate (a “Dispute”), will be determined by arbitration in the State of California before a single arbitrator. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with AAA Consumer Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. This provision will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
11.2 Conduct of Arbitration.
The arbitration will be commenced by the claimant party filing a demand for arbitration with the administrator of AAA and serving the demand on the opposing Party. Within thirty (30) calendar days of the date the demand for arbitration is filed, the Parties will select an arbitrator by following the AAA Consumer Arbitration Rules’ appointment procedures. Except as may be required by law, neither party nor the arbitrator may disclose the existence, content, or results of any arbitration under this Agreement without the prior written consent of both parties. The arbitrator’s award will be in writing accompanied by a reasoned opinion and a written statement of the essential findings and conclusions on which the award is based.
The arbitrator will determine how the costs and expenses of the arbitration will be allocated between the parties, and may award attorneys’ fees.
11.4 Limitation of Liability.
In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect, or consequential damages (including damages for lost profits, lost earnings or loss of use) or any punitive or exemplary damages.
11.5 Arbitration is on an Individual Basis Only; Class Action Waiver.
THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. NOTWITHSTANDING THE ARBITRATOR’S POWER TO RULE ON HIS OR HER OWN JURISDICTION AND THE VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE, THE ARBITRATOR HAS NO POWER TO RULE ON THE VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS. IN THE EVENT THE PROHIBITION ON CLASS ARBITRATION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THIS SECTION WILL REMAIN IN FORCE.
12.1 Consent to Do Business Electronically.
We use and rely upon electronic records and electronic signatures for the execution and delivery of this Agreement and any other agreements, undertakings, notices, disclosures or other documents, communications or information of any type sent or received in accordance with this Agreement and in performing our obligations and exercising our rights under this Agreement. Neither you nor FTW Robotics will prevent or inhibit in any way the other party from printing, saving, or otherwise storing electronic records sent or otherwise made available to the other party. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law relating to whether certain agreements, files, or electronic records are to be in writing or signed by you to be bound thereby. You will bear your own costs and expenses in conducting business electronically, and will undertake all steps necessary, including software, hardware, and other equipment upgrades and purchases, in order to be able to conduct business electronically.
12.2 Term and Termination.
This Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use or have a right to use our Services, unless and until terminated by FTW Robotics or you. FTW Robotics may, in its sole discretion, terminate or suspend your use of the Services or any part thereof if we reasonably suspect that (a) you or any of the Other Authorized Users authorized by you has breached or defaulted under any term of this Agreement; (b) the use of our Services by you or any of the Other Authorized Users authorized by you poses significant risks to our reputation or systems or other users of our Services; or (c) the use of our Services by you or any of the Other Authorized Users authorized by you violates applicable laws or regulations. You may terminate this Agreement at any time by discontinuing all use of the Services. Termination or cancellation of this Agreement shall not affect any right or relief to which either FTW Robotics or you may be entitled at law or in equity. Upon termination, you must terminate all use of the Services and destroy all materials, including any FTW Robotics Property, obtained using the Services and all copies thereof.
12.3 Complete Agreement.
Except for any separate and specific agreements that may govern particular uses or features of the Services, this Agreement constitutes the entire agreement between you and FTW Robotics relating to your use of, and access to, this Service and supersedes any prior or contemporaneous agreements or representations. This Agreement may not be amended except as set forth in Section 1 of this Agreement.
If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the Agreement as possible.
Descriptive headings contained in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of this Agreement.
12.6 No Waivers.
Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision.
12.7 No Assignments and Transfers.
No rights or obligations under this Agreement may be assigned or transferred by you, either voluntarily or by operation of law, without our express prior written consent and in our sole discretion.
12.8 Language of the Agreement.
Although this Agreement may be translated into other languages, the English language version of this Agreement shall control in any Dispute between the Parties.
12.9 No Third-Party Beneficiaries.
Nothing in this Agreement will confer upon any person, other than the Parties, any rights, remedies, obligations, or liabilities whatsoever.
You can provide any notices to us under this Agreement by e-mail or mail using the contact information provided in Section 13, below. Unless you tell us otherwise, or the Law requires otherwise, you agree to receive all communications from us by e‑mail. . You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing. You may print the communications for your records.
If you have any questions or need to contact us for any reason relating to this Agreement, please e‑mail firstname.lastname@example.org or mail at 2701 Merced Avenue, EL Monte CA 91733.