WILLO LABS
TERMS OF USE

FOR MORE INFORMATION OR IF YOU HAVE ANY QUESTIONS ABOUT THESE TERMS OF USE, PLEASE CONTACT US AT INFO@WILLOLABS.COM

  1. Acceptance of Terms of Use

    The following is an agreement ("Agreement") between you and Willo Labs, Inc. ("Willo Labs"). By using the "Willo Labs" software, associated content, and/or any customizations made to the software provided by Willo Labs, as provided through a learning management system or similar system, and/or portal (collectively, the "Services"), you acknowledge that you have read, have understood, and agree to be bound by this Agreement and to comply with all applicable laws and regulations. If you do not agree to these terms, do not use any of the Services.

    From time to time, we may modify this Agreement and post those modifications to the Willo Labs website (the "Site"). Your use of the Site and any Services after any such modification constitutes your acceptance of the modified Agreement.

    The material provided through our Site and the Services is protected by law, including, but not limited to, United States copyright law and international treaties. The Site and the Services are controlled and operated by Willo Labs from its offices within the United States. Except as may be specified by separate written agreement between you and Willo Labs, Willo Labs makes no representation that materials on the Site and in the Services are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access the Site and the Services from other locations do so on their own initiative and are responsible for compliance with all applicable local laws.

  2. Ownership and Proprietary Information

    The content and information on Willo Labs ("Willo Labs Content") is proprietary to Willo Labs or its licensors, suppliers, publishers, rightsholders, or other content providers (collectively, and individually, "Willo Labs Content Providers"). You agree not to modify, copy, distribute, transmit, share, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or resell any Willo Labs Content obtained from or through Willo Labs. Willo Labs Content may contain data that includes Personally Identifiable Information ("PII") and other non-public information which includes, but is not limited to, student data, metadata, and user content (collectively "Data"). PII includes information that can be used to distinguish or trace an individual's identity either directly or indirectly through linkages with other information.

    You agree that all rights, including all intellectual property rights, shall remain the exclusive property of the Willo Labs Content Provider. These Terms of Use do not give you any rights, implied or otherwise, to Data, content, or intellectual property, except as expressly stated in the Terms of Use. This includes the right to sell or trade Data.

  3. Registration, Accounts and Passwords

    If you, either individually or as an authorized user of your organization that is a subscriber to the Willo Labs Services (respectively, a "Subscriber"), establish a personal account with us either through the use of a token, Application Program Interface ("API") key, or Willo Labs Content Provider, you agree to provide true and accurate data about yourself on our account registration form, and to update and keep such data current. You will receive a password and account upon completing the registration form. You are solely responsible for maintaining the confidentiality of your password and account, and you are solely responsible for all use of your password or account, whether authorized by you or not. Willo Labs cannot and will not be liable for any loss or damage arising from your failure to comply with these terms. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account each time you use the Site. Access and use of password-protected and/or secure areas of the Site is restricted to users who have been given a valid password by Willo Labs. We may terminate your access to our Site and to the Services if we learn that you have provided us with false or misleading registration data.

  4. Payment

    To the extent the Services or any portion thereof is made available for any fee or through a subscription, your access will be granted following payment of the applicable fees by the Subscriber to Willo Labs. Your account and access to the Services may be suspended in the event of non-payment of fees by the Subscriber.

    Each authorized user of a Subscriber submitting payment of applicable fees represents and warrants to Willo Labs that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.

  5. Use Restrictions and Intellectual Property

    The Site and Services contain proprietary and copyright-protected information. Any unauthorized use of any Willo Labs Content contained on the Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content in whole or in part.

    You will not upload, post or otherwise make available on the Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. You will indemnify Willo Labs for any claims by third parties of infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission of material by you.

    The Willo Labs Content and Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without express written consent of Willo Labs. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Willo Labs without express written consent. You may not use any meta tags or any other "hidden text" utilizing Willo Labs's name or trademarks without the express written consent of Willo Labs. You may not misuse the Site or the Willo Labs Content. You may use the Site and/or Services only as permitted by law.

    You acknowledge and agree that, in the course of using the Services, you may receive or have access to Data that includes PII. You shall comply with the terms and conditions set forth in this Terms of Use and any applicable written agreement, regulation or statute in the collection, receipt, access, transmission, storage, disposal, use, and disclosure of such PII under your control or in your possession. You shall be responsible for, and remain liable to, Willo Labs Content Provider for your actions and omissions concerning the treatment of PII.

    You will keep and maintain all PII in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use, or disclosure.

    You represent and warrant that the collection, receipt, access, transmission, storage, disposal, use, and disclosure, of PII does and will comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations and directives, including, but not limited to, the Family Educational Rights and Privacy Act (FERPA) or other applicable laws.

  6. Security

    You shall store and process Data in accordance with industry best practices, but not less than commercially reasonable measures. This includes appropriate administrative, physical, and technical safeguards to secure Data from destruction, loss, disclosure, use, alteration, or theft of, or unauthorized access. You will conduct periodic risk assessments and remediate any identified security vulnerabilities in a timely manner. You shall also have a written incident response plan, to include prompt notification of the Willo Labs Content Provider in the event of a security or privacy incident, as well as best practices for responding to a breach of PII. You agree to share its incident response plan with Willo Labs and/or the Willo Labs Content Provider upon request.

  7. U.S. Government Restricted Rights

    The materials on the Site are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Willo Labs's proprietary rights in them.

  8. Changes

    Information on Willo Labs may be changed or updated without notice. Willo Labs may also make improvements and/or changes in the products and Services described in this information at any time without notice.

  9. Availability

    Information that Willo Labs publishes on the Site may contain references or cross references to products, programs and Services that are not announced or available in your country. Such references do not imply that Willo Labs intends to announce such products, programs or Services in your country. Consult Willo Labs for information regarding the products, programs and Services which may be available to you.

  10. Disclaimer of Waranties

    INFORMATION ON THE SITE OR IN THE WILLO LABS CONTENT MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. ALL INFORMATION IS PROVIDED BY WILLO LABS ON AN "AS IS" BASIS ONLY. WILLO LABS PROVIDES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. USE OF THE SITE IS SOLELY AT YOUR RISK. WILLO LABS MAKES NO WARRANTY THAT (i) THE SITE OR THE WILLO LABS CONTENT WILL MEET YOUR REQUIREMENTS; (ii) THE SITE OR WILLO LABS CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE WILLO LABS CONTENT WILL BE ACCURATE OR RELIABLE; AND (iv) THE QUALITY OF ANY PRODUCTS, INFORMATION, OR THE WILLO LABS CONTENT WILL MEET YOUR EXPECTATIONS. WILLO LABS EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SITE OR THE WILLO LABS CONTENT WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE, OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS.

    YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SITE, RELATED SERVICES, OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. WILLO LABS IS NOT RESPONSIBLE FOR ANY INFORMATION NOT PROVIDED ON THE SITE. WILLO LABS DOES NOT GUARANTEE, IMPLICITLY OR EXPLICITLY, ANY RESULTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WILLO LABS OR THROUGH OR FROM THE SITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

  11. Limitation of Liability

    NOTWITHSTANDING ANYTHING ELSE SET FORTH HEREIN, WILLO LABS SHALL NOT BE LIABLE FOR VIOLATIONS OF FERPA OR OTHER APPLICABLE LAWS RELATED TO YOUR PROCESSES OR USE OF DATA NOT RELATED TO THE SERVICES.

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT WILLO LABS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WILLO LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICE PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE SITE. YOU ALSO AGREE THAT WILLO LABS WILL NOT BE LIABLE FOR ANY INTERRUPTION OF BUSINESS, ACCESS DELAYS, OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOU ACCESS THROUGH THE SITE, DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, AND EVENTS BEYOND WILLO LABS'S REASONABLE CONTROL.

    IN NO EVENT SHALL WILLO LABS BE FINANCIALLY LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

  12. Indemification

    You agree to indemnify, hold harmless, and upon request, defend Willo Labs and its Willo Labs Content Providers, officers, directors, and affiliates, for, from, and against any claim, demand, cause of action, loss, expense or liability, including reasonable attorneys' fees (collectively, "Damages") arising out of or related to (i) your material breach of its obligations under these Terms of Use; (ii) your material breach of FERPA or other applicable laws; and (iii) any claim that the any services as delivered by you to any third party or Willo Labs Content Provider infringes a valid United States copyright, patent, trademark, or other proprietary right of a third party. Nothing contained herein shall be construed as prohibiting you from retaining its own legal counsel and defending such actions or suits brought against them, and in such event, you shall be liable for such costs and fees incurred in defense of any such claim.

  13. Governing Law and Dispute Resolution

    This Agreement and performance hereunder shall be governed by, and construed in accordance with, the laws of the state of Delaware, without giving effect to its conflict of laws principles. The parties agree to submit any claim, dispute, or disagreement to mediation before a mutually-agreeable mediator prior any other form of dispute resolution. All mediation or any other form of dispute resolution shall take place in Delaware and the parties irrevocably waive any objection to such venue.

  14. Transmissions

    Any material, information, or idea you transmit to or post on the Site by any means will be treated as non-confidential and nonproprietary, and may be disseminated or used by Willo Labs or its affiliates for any purpose whatsoever, including, but not limited to, developing and marketing its products. Notwithstanding the foregoing, all personal data provided to Willo Labs will be handled in accordance with Willo Labs's Privacy Policy, available at http://www.willolabs.com/privacy.html. You are prohibited from posting or transmitting to or from the Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law.

  15. End User Communications

    Willo Labs, at any time now or in the future, may allow you and other end users to use the Site to express opinions and communicate through comments on products, or other communication facilities that may be offered on or through the Site from time to time (collectively "Communities"). In the event of the existence of such Communities, Willo Labs shall have the right, but not the obligation, to monitor the content within the Communities at any time, for any reason, including to determine compliance with this Agreement and any operating rules established by Willo Labs, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Willo Labs shall also have the right, but not the obligation, to remove any material from the Communities that Willo Labs, in its sole discretion, finds to be in violation of this Agreement or otherwise objectionable. Any opinions, advice, ratings, discussions, comments, or other messages or postings of any kind made by you or any other end user to the Communities are those of the respective author(s) or distributor(s) and not of Willo Labs.

    By way of example, you shall not take any action or upload, download, post, or submit any communication through Willo Labs, which: (i) infringes on the intellectual property rights of any third party; (ii) you know is false, misleading, untruthful, or inaccurate; (iii) is unlawful, threatening, abusive, harassment, defamatory, obscene, vulgar, offensive, profane, or otherwise inappropriate as determined by Willo Labs in its sole discretion; (iv) constitutes unauthorized advertising or spamming, or otherwise involves commercial activities without the consent of Willo Labs; (v) contains software viruses, spamming, manual or automated devices to "crawl" the Site, or any other computer files that disrupt the Site; (vi) impersonates any person or entity; (vii) violates Willo Labs's Privacy Policy or otherwise takes any action in violation of Willo Labs's guidelines and policies.

    By posting any materials or other information on or through the Communities, you grant Willo Labs a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display such materials or other information alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights.

    The Site may contain links maintained by other third parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents. We expressly disclaim any representations regarding the content or accuracy of materials or the privacy practices related to such third parties.

  16. Termination

    In its sole and absolute discretion, with or without notice to you, Willo Labs may suspend or terminate your use of and access to the Site, terminate your account and/or remove and discard anything transmitted by you, or information stored, sent, or received via the Site without prior notice and for any reason, including, but not limited to: (i) any unauthorized access or use of the Site, (ii) any violation of these Terms, or (iii) tampering with or alteration of any of the software and/or data files contained in, or accessed through, the Site. You may terminate your account for any reason by emailing Willo Labs at info@willolabs.com. Willo Labs shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension of the Site. Termination, suspension, or cancellation of the Services or your access rights to the Site shall not affect any right or relief to which Willo Labs may be entitled, at law or in equity, and all rights granted to you will automatically terminate and immediately revert to Willo Labs.

  17. Revisions to This Agreement

    Willo Labs may at any time revise this Agreement by updating this posting. By using the Site or Services, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current terms to which you are bound.

  18. Digital Millennium Copyright Act ("DMCA") Notice

    In the event materials are made available to this Site by third parties not within our control, we are under no obligation to, and do not, scan such content for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party's copyright to remain on the Site. If you believe any materials on the Site infringe a copyright, you should provide us with written notice that at a minimum contains:

    1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
    4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
    5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    All DMCA notices should be sent to our designated agent as follows:

    Garland Brown
    Weiss Brown
    6263 North Scottsdale Road, Suite 340
    Scottsdale, AZ 85250

    It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.