Blueprint Terms of Service

 

Last Updated: December 11, 2023

 

Spotlight Series Holding, Inc. (d/b/a) Blueprint and/or its affiliates and subsidiaries (collectively, “Blueprint”, “we”, “us”, or “our”) are pleased to provide to users (“Users”, “you”, or “your”) certain websites, software applications, content, products, and services (the “Services”). You and we may be referred to individually as a “party” or collectively as the “Parties.”

 

PLEASE READ THESE TERMS OF SERVICE, THE BLUEPRINT WEBSITE PRIVACY POLICY, AND THE BLUEPRINT SERVICES PRIVACY POLICY CAREFULLY BEFORE USING THE BLUEPRINT SERVICES, AS THEY SET FORTH A LEAGALLY BINDING AGREEMENT BETWEEN YOU AND BLUEPRINT. THESE TERMS OF USE GOVERN YOUR USE OF THE BLUEPRINT SERVICES. BY USING THE BLUEPRINT SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE, THE BLUEPRINT WEBSITE PRIVACY POLICY, AND THE BLUEPRINT SERVICES PRIVACY POLICY (together, the “Terms”). IF YOU DO NOT AGREE TO THE BLUEPRINT TERMS, YOU MUST NOT USE THE SERVICES.

 

IF YOU ARE UNDER THE AGE OF 18 YEARS OLD, BEFORE USING THE SERVICES, YOUR PARENT OR LEGAL GUARDIAN MUST READ AND CONSENT TO THE BLUEPRINT TERMS. BY PERMITTING A MINOR TO USE THE SERVICES, A MINOR’S PARENT OR GUARDIAN BECOMES SUBJECT TO THE BLUEPRINT TERMS AND AGREES TO BE RESPONSIBLE FOR THE MINOR’S ACTIVITIES ON THE SERVICES.  IF YOU DO NOT GET YOUR PARENT OR GUARDIAN TO READ AND AGREE TO THESE TERMS, THEN YOU DO NOT HAVE PERMISSION TO USE THE SERVICES.

 

THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION CLAUSE, CLASS ACTION WAIVER AND OTHER PROVISIONS THAT LIMIT YOUR RIGHTS AND REMEDIES. READ THEM CAREFULLY. BY ACCESSING OR USING THE BLUEPRINT WEBSITE OR OUR SERVICE, YOU AGREE TO THESE TERMS.

 

Quick Reference/Table of Contents:

 

1.  Acceptance of Terms

2.  The Services

3.  Teacher Accounts, Student Accounts, Minor Accounts

4. Teacher and/or School Representative Representations and Warranties

5. Parent Representations and Warranties 

6.  Content & Scope of Use 

7.  Pricing, Payment and Taxes

8.  Intellectual Property Rights & Protections

9.  Sparks

10.  Online Safety

11.  Disclaimers of Warranty

12.  Indemnification

13.   Limitation of Liability

14.    Governing Law, Jurisdiction and Venue

15.    Binding Arbitration and Class Action Waiver

16.    Miscellaneous 

 

1.  Acceptance of Terms 

a.   Binding Contract. These Terms of Service are a legally binding contract between you and Blueprint. By using or accessing any part of the Services, you agree to these Terms of Service and any other policies or notices posted by us, our Website Privacy Policy, and our Services Privacy Policy (together, the “Terms”). If you are accessing or using the Services on behalf of your school, company or firm, you represent that you are authorized to accept these Terms on behalf of such entity, and all references to “you” mean such entity or school. If you do not have such authority, or if you do not agree with these Terms of Services, you must not accept this Agreement and may not use the Services.

 

b.  Agreement. You represent to Blueprint that you have read, understood, and expressly agree to be bound by  these Terms, whether you have created an account (and agree to these Terms of Use at the time you created that account) or whether you simply browse, use, or access any Blueprint Services offered directly by Blueprint or through a third party. If you do not agree to the Terms, you may not use the Services.

 

c.   Changes. We may change these Terms over time, so whenever you visit or use the Services, you agree to the version of the Terms then posted. If you don’t agree to the Terms, don’t use the Services.

 

2.  The Services 

a.   Services. Blueprint, through its application located, app.blueprint.kids,  develops research-based learning and emotional wellness products designed for use in classrooms and at home, and provides educational content through a variety of activities for students (“Students”). Blueprint also provides educational materials to be used by schools (“School(s)”) and teachers (“Teacher(s)”).
 

b.  Approval and Authority. If you are a Teacher or other school representative (“School Representative”) you agree you are acting on behalf of your School, that you have the authority to accept these Terms, and that you are responsible for obtaining any necessary approvals from your school's authorities and administrators before using the Services. If you are a Parent, you acknowledge that you agree to these terms on behalf of your child and your child’s associated account (“Account”).  
 

c.   Access to the Services. By creating an account to use the Services, you have a limited, non-exclusive, royalty-free (apart from the Services fees due to Blueprint, as applicable), non-transferable and terminable  license to access and to use the Services solely for educational purposes in a classroom setting. You are expressly prohibited from sublicensing use of the Services to third parties. For Teachers: Teachers with an Account may choose to offer access to and use of the Services to your Students, provided that (i) you and the School you representative shall remain the contracting party with us with respect to the payment of fees and all access and use; and (ii) you hereby agree that you shall retain full, unconditional responsibility for all such access to and use of the Services and all compliance herewith. Blueprint reserves the right, in its sole discretion, to change or suspend the Services (or any portion thereof) at any time and for any reason, including to comply with applicable laws, to protect Users, or to protect Blueprint, without notice (unless required by law), and without liability to any User. 
 

d.  Use Limitations. You will not, nor will you allow any third party, to: (a) modify the Services; (b) reverse engineer, decompile or disassemble the Services or otherwise reduce either to human-readable form except to the extent required for interoperability purposes under applicable laws or as expressly permitted in open-source licenses; (c) modify, adapt, or create a derivative work of the Services; (d) use the Services in excess of any limitations (e.g., location limits, user limits, time limits, capacity limits, free trials) prescribed by Blueprint; (e) remove, conceal, or modify any identification, proprietary, intellectual property, or other notices in the Services; (f) access or use the Services in violation of laws or regulations; (g) use the Services to violate the rights of others; or (h) use the Services try to gain unauthorized access to or interrupt any service, device, data, account, or network.

 

3.  Teacher Accounts, Student Accounts, Parent Accounts, and Minor Accounts

 

a.   Creating an Account for Teachers & School Representatives. To access certain elements and functionality of the Services, you will need to create a Blueprint Teacher account (“Teacher Account”). To create a Teacher Account, you will be asked to provide a username (which may include a password), first and last name, email address, and your School’s name, city and state. You agree that all information provided to Blueprint will be true, accurate, and up to date. Blueprint reserves the right to take steps to ensure that any information you provide to Blueprint in connection with your Teacher Account is accurate. Upon creation of a Teacher Account, you will be able to add Students by (i) providing students with a unique classroom code (“Classroom Code”), or (ii) uploading a Student roster as a .csv file. 
 

b.  Creating an Account for Students. Student access to the Services is controlled by Teachers and/or school representatives. Students may only access the Services and create a student Account (“Student Account”) by either (i) entering a Classroom Code received from a Teacher, or (ii) having the Teacher create the account by uploading a Student roster as a .csv file. Students (or the Student’s Teacher) will need to provide a username (which may include a password), first and last name, and School email address to create a Student Account. If you are a Student using the Services, you must use your school email address. If you are a Student, you may not access or use the Services unless you are given access to the Services by a Teacher, School, or School Representative who is authorized to give you access to the Services.
 

c.  Creating an Account for Parents. Upon the creation of a Student Account, either the Student or Teacher will have the opportunity to enter the email address for the Student’s Parent. Once we receive the Parent’s email address, we will send an email to the Parent, allowing them to sign up for a Blueprint parent account (“Parent Account”) that will be associated with the Student Account of your child. Upon signup, we will request that the Parent accept these Terms, our Services Privacy Policy, and acknowledge that Parent consents to Blueprint’s limited collection of Student  information and Parent information so that Blueprint can provide the Services. Should you wish the withdraw consent (whether provided by the Teacher on behalf of the School, or by your child that is 13 or older, please email us at privacy@blueprint.kids. By creating a Parent Account and accepting these terms, you acknowledge that Blueprint has School Consent and/or Parental Consent (as defined below).
 

d.   Children under the Age of 13. If you are under 13 years old, and you wish to obtain a Student Account, you will need to have your Student Account created at School by your Teacher or a School Representative. Children under the age of 13 should provide their Parent’s email address, or request that their Teacher provide their Parent’s email address, so that Blueprint can notify the Parent’s and provide them information about your use of Blueprint. For more information on how Blueprint obtains consent in accordance with The Children’s Online Privacy Protection Act (“COPPA”), please visit our FAQ here.
 

e.  COPPA Compliance for Students. COPPA prohibits online service providers from knowingly collecting personal information from children under the age of 13 without verifiable parental consent (“Parental Consent”). Consent may also be obtained either by the Student’s Teacher, School, or other School Representative (“School Consent''). Children under the age of 13 are prohibited from using the Services without Parental Consent or School Consent, including, without limitation, creating or utilizing a Student Account. By using your Student Account, you promise that, if requested during your use of the Services, you provided your real age and that you are (i) at least 13 years old; or (ii) your Teacher, School, or School Representative has set up your Student Account and has School Consent. If you are your Teacher provides us with your Parent’s email address, we will contact your Parents and allow the Parent to: (i) create a Parent Account that will allow them to access your activity on the Platform, (ii) acknowledge and accept these Terms, our Services Privacy Policy, and (iii) confirm that Blueprint has Parental Consent for Blueprint's limited collection of Student information so that Blueprint can provide the Services. 
 

f. COPPA Compliance for Teachers and Schools. Student Accounts for Users under the age of 13 must be created by a Teacher or School Representative. By creating a Student Account for any User the Teacher or School Representative agrees that the Student form whom you have created a Student Account is (i) at least 13 years old; or (ii) that you have Parental Consent or School Consent, as defined in COPPA, allowing you to create the Student Account. If you or your Student provides us with your Parent’s email address, we will contact the Student’s Parent and allow the Parent to: (i) create a Parent Account that will allow them to access their child’s activity on the Platform, (ii) acknowledge and accept these Terms, our Services Privacy Policy, and (iii) confirm that Blueprint has Parental Consent for Blueprint's limited collection of Student information so that Blueprint can provide the Services. For more information on how Blueprint obtains consent in accordance with COPPA, please visit our FAQ here.
 

g.  Account Responsibilities. You understand, acknowledge, and agree that you will be responsible for any actions taken in your Account and on the Services using your access credentials, whether or not such actions have been authorized by you. You may only access the Services through your own Teacher Account, Parent Account, or Student Account, as the case may be, and are prohibited from sharing Accounts of either type.
 

g.   Termination of an Account. If you violate these Terms, Blueprint reserves the right, in its sole discretion, to terminate or suspend your Teacher Account, Parent Account, or Student Account (as applicable), and to suspend your access to the Services.

4.  Teacher and/or School Representative Representations and Warranties. 

a.   Approval and Authority. By signing up for a Teacher Account and receiving a Classroom Code, you agree you are acting on behalf of your School and that you are responsible for obtaining any necessary approvals from your School's authorities and administrators before using the Services.
 

b.  Teacher Acknowledgment for Students under 13: You further understand and acknowledge that COPPA prohibits online service providers from knowingly collecting personal information from children under 13 years of age without Parental Consent or School Consent and you understand that we will not let children under the age of 13 use the Services unless you obtain School Consent. You agree that you will not knowingly create a Student Account on behalf of a student under 13 years of age, or allow the child to use the Services until you have obtained School Consent or Parental Consent.
 

c.   Teacher COPPA Acknowledgment. You acknowledge and agree that when School Consent must be utilized to allow children under 13 to use the Services, you and/or the School will be solely responsible (and hereby agree that Blueprint is not responsible) for (i) providing all required notices to parents under COPPA, (ii) obtaining Parental Consent (or if allowed by your School’s policy and applicable law, acting as the agent of the parent and consenting on their behalf) under COPPA; and (iii) providing a means for a parent to review any personal information contained in Student Data collected through the Services, and (iv) refuse to permit its further use as required by COPPA. This includes without limitation, limiting access to the Services to those Student Users from whom the Teacher or School Representative has received valid Parental Consent forms and complying with all parental requests regarding the collection, use and disclosure of such parent’s student’s information. If you provide a Parent email address, Blueprint will contact the Parent to receive Parental Consent in addition to School Consent. However, unless you notify us otherwise, Blueprint may rely solely on the School Consent provided.
 

d.  Teacher Parental Consent Acknowledgment. For Students under the age of 13, the Teacher, other School Representative, or the School are responsible for disseminating any required Parental Consent forms to the parents of potential Student Users, for confirming receipt of valid consent forms for each child under the age of 13 before granting the student access to the Services, and for retaining such consent forms on file. If a parent to a User does not consent or rescinds such School Consent, the Teacher, School Representative, or the School shall immediately notify Blueprint to discontinue that Student’s access to the Services and ensure that Such student’s information is no longer accessible through the Services. Under no circumstances will Blueprint be liable for the Teacher’s, School Representative’s, or School’s failure to consult their School's authorities and administrators, or for failing to obtain School Consent when required. If you provide a Parent email address, Blueprint will contact the Parent to receive Parental Consent in addition to School Consent. However, unless you notify us otherwise, Blueprint may rely solely on the School Consent provided. For more information, please see our Blueprint Services Privacy Policy as well as our FAQ.


 

5.  Parent Representations and Warranties.


 

a.  Approval and Authority. By signing up for a Parent Account, you agree you are acting on behalf of yourself and your child and that you agree to these Terms.


 

b.  Parent Acknowledgment for Students under 13: You further understand and acknowledge that COPPA prohibits online service providers from knowingly collecting personal information from children under 13 years of age without Parental Consent or School Consent. You understand that Blueprint may have received School Consent from your child’s Teacher or other School Representative. If we are provided with a Parent’s email address, we will contact the Parent and notify them of these Terms and our Services Privacy. Should you wish to withdraw consent (whether provided by you or your child’s School), you may contact us at privacy@blueprint.kids. By creating a Parent Account, and agreeing to these Terms and our Services Privacy Policy, you agree that we have your Parental Consent in addition to any School Consent Blueprint may have already received. For more information on how Blueprint obtains consent in accordance with COPPA, please visit our FAQ here.
 

c.   Parent COPPA Acknowledgment and Parent Consent. You acknowledge and agree that Blueprint may not receive a Parent’s email address from a Student or a Teacher, and that Blueprint may rely on School Consent provided by a Teacher or School Representative. If you have not provided the School with your Parental Consent, or you wish to withdraw your Parental Consent, you should contact your child’s School and Blueprint at privacy@blueprint.kids. By creating a Parent Account, you agree that you are providing Parental Consent for Blueprint’s limited collection of Student information so that Blueprint can provide the Services. For more information on Blueprint’s data collection practices, please see our Services Privacy Policy.  

6.  Content & Scope of Use. 

a.   Content You Share & Ownership. As part of the Services, Users may elect to share or upload writing samples and other content and materials (“User Content”). As between a Parent, Student or Teacher and Blueprint, the Parent, Student or Teacher (or the School, as the case may be) shall retain ownership of all User Content. In order for us to be able to provide you with the Services, Blueprint will need a license from you to utilize the User Content. By creating an Account and agreeing to these Terms, you hereby grant Blueprint a limited, non-exclusive, worldwide, royalty free right and license to (i) use, host, copy, store, display, publish, modify and create derivative work such User Content in order to provide improve the Services, (ii) to use the User Content for such other purposes as permitted by applicable law, our DPA, and our Services Privacy Policy. 

b.  No Inappropriate User Content. Do not share any User Content that is inappropriate, illegal, offensive, knowingly inaccurate or for which you do not control all intellectual property rights. You are solely responsible for any User Content you post to the Services, and the consequences of posting or publishing it. We have the sole right, but not necessarily the obligation, to delete or edit at any time any User Content that we believe to be inappropriate for any reason.
 

c.  User Responsibility. User is responsible for all User Content (regardless of whether provided by the User or by third parties) including without limitation for any damages that may result from errors or omissions, false or defamatory material, and/or material that is offensive, indecent, objectionable, infringing, and/or illegal. Under no circumstances will Blueprint, its agents or its suppliers be liable in any way for User Content, or for any loss or damage of any kind incurred by the User or any third party as a result of the use or publication of any User Content posted, delivered, streamed, or otherwise transmitted via or in connection with the Services. Without limiting the foregoing, User acknowledges that neither Blueprint, nor its agents or suppliers will be responsible for preventing or identifying infringement of intellectual property rights or other violations associated with the User Content, and that Blueprint, its agents and its suppliers assume no responsibility to edit, review, or oversee User Content submitted, uploaded, distributed, retrieved, or viewed in connection with use of the Services, and shall not be responsible for screening or monitoring for possible (i) infringement or enforcing User’s rights or third party rights with respect to User Content, (ii) unlawful, inappropriate or unpermitted use, (iii) libel, falsehoods, errors or omissions contained in User Content, or (iv) noncompliance with FCC or other governmental laws and/or regulations.
 

d.   Third Party Materials/Products/Services. Any third-party products, content, services and/or links displayed on or through the Services are not referrals or endorsements of any product, service or provider; any and all such offerings are displayed solely for convenience only. The Services may in some cases be permitted for use with third party components or services (“Third Party Services”) that may be subject to their own, separate license agreements or special pass-through terms, and User assumes all risks and liabilities associated with the use of any such third party offerings.
 

e.  User Content Deletion and FERPA Compliance. You, as a user, may terminate our license as described above by deleting the User Content, or by deleting your Account. If this information has been shared with other users on the Platform, then it may remain available to such users if they have not deleted the User Content you shared. Additionally, User Content posted by a Student may be considered an Educational Record or Student Data as defined under the Federal Educational Rights and Privacy Act (“FERPA”), and Blueprint may be legally required to retain such User Content under FERPA. 
 

7.  Pricing, Payment and Taxes
 

 a.   Invoicing. Blueprint is entitled to invoice Parents, Schools or Teachers, as the case may be, (the “Contracting Party”) for Services on a periodic basis, as determined by any separate written contract (“Separate Contract”), or upon the start of the Services if no Separate Contract exists. 
 

b.  Payment Terms. The Contracting Party will make full payment in the currency specified in the invoice, without set-off and in immediately available funds, not later than 30 days of the date of Blueprint’s invoice, or as established in a Separate Contract. 
 

 c.   Remedies for Non-Payment. The Contracting Party’s payment of an amount less than the invoice amount will not be deemed as acceptance of payment in full, nor will any endorsement or statement on any check or letter accompanying any payment or check be deemed an accord and satisfaction.  Blueprint may accept such payment or check without prejudice to Blueprint’s right to recover the balance of any amount due or pursue any other remedy provided for under these Terms or by law or in equity. Blueprint has the right to apply any payment received from a Contracting Party to any of the Contracting Parties accounts that are due and/or delinquent.  If a Contracting Party fails to make timely payment, in addition to all other available remedies, Blueprint may decline to continue to provide the Services to the Contracting Party and/or any associated Teacher Accounts, Student Accounts and Parent Accounts.
 

d.  Taxes and Duties. The Contracting Party solely responsible for the payment of taxes (except taxes based on Blueprint’s net income), fees, duties and charges, and all related penalties and interest, that arise from your utilization or Blueprint’s provision of the Services.  If the Contracting Party is tax-exempt, then the Contracting Party will provide Blueprint with tax exemption certificates or other documentation acceptable to the taxing authorities not later than 30 days from the start of the Services.  If the Contracting Party does not provide such documentation to Blueprint, Blueprint reserves the right to include such taxes in the invoice.  
 

e.  Third Party Payment Processing. Blueprint may make available a third-party payment processor as a means of payment for a Services and use of such processors will be subject to the processor’s own terms and conditions. Blueprint reserves the right, in its sole discretion, to change the permitted methods of payment, including without limitation, the credit cards and/or other types of payment options Blueprint will accept, at any time. Blueprint is not responsible for, and User and/or the Contracting Party agrees to hold Blueprint harmless from and against, any liability resulting from the acts or omissions of any third-party payment processor.

 

8.  Intellectual Property Rights and Protections
 

a.  Ownership. You acknowledge and agree that the Services, including the Teacher and Student learning materials (“Blueprint Content”), and  structure of individual programs, components and aspects thereof, constitutes the proprietary trade secrets  and copyrighted material Blueprint, and that Blueprint owns all rights, title and interest in and to the Services, the Blueprint Website, Blueprint Content, the Blueprint application, as well as and User Feedback and all technology, information, trade secrets, patent rights, copyrights,  know-how and documentation associated therewith as provided or otherwise made available by Blueprint and used in the performance of the Services, including all intellectual property rights and  derivative works therein, on a worldwide basis (collectively, the “Blueprint Technology”). As used herein, “Feedback” means bug reports, suggestions, comments or other feedback provided by Users to Blueprint with respect to the Services. The license granted to you is limited by these Terms and does not convey any other rights in the Blueprint Technology, express or implied, nor does it grant any ownership in the Blueprint Technology or any intellectual property rights therein or thereto. Any rights not expressly granted herein are reserved by Blueprint. 
 

b.  User Data. You retain all right, title and interest in and to all User Data. “User Data” means electronic data, files or information submitted by Users to the Blueprint. Blueprint’s right  to access and use User Data is limited to the right to access and use such User Data for the purpose  of providing the Services or as may otherwise be explicitly set forth in the Terms. No other rights with respect to your User Data are implied. Customer Data shall at all times be classified and treated as confidential information hereunder.  For more information about your data, please visit our Blueprint Services Privacy Policy. 

9.  Sparks
 

a.   Sparks. Sparks is the official reward to Student Users of the Blueprint Services and can be used to acquire content, such as virtual items. Sparks may also be converted to donate money to the non-profits designated by 
Blueprint. Sparks are not a substitute for real currency, do not earn interest, and have no equivalent value in real currency. Sparks cannot be redeemed for fiat currency, and Blueprint is not obligated to exchange a User’s Sparks for anything of value.
 

b.  Limited License to Use. Sparks have no equivalent value in any real currency. Your acquisition of Sparks only entitles you to receive a limited, non-transferable, revocable license to use Sparks (i) in connection with the Services and (ii) in accordance with these Terms. Your limited license to use Sparks may end if you (i) violate the Terms, (ii) your Account is suspended or terminated, or (iii) the Services are terminated.
 

c.   Acquisition or Use of Sparks. Student Users can earn Sparks by completing tasks as provided in the Blueprint Services. You may not use, acquire, or distribute Sparks or virtual content except through the Services and except as expressly allowed by Blueprint under these Terms. Any attempt to do so constitutes a violation of the Terms, will render the transaction void (automatically canceled), and may result in the immediate suspension or termination of your Student Account and your license to use the Services, Sparks, or virtual content.
 

10.  Disclaimer of Warranty.

BLUEPRINT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF THE SUITABILITY OF THE SERVICES (OR ANY CONTENT) FOR THE USER’S PURPOSES, THAT THE USE OF THE SERVICES SHALL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES SHALL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD-PARTY SERVICES, TECHNOLOGY, HARDWARE, SOFTWARE, SYSTEMS OR DATA. THE SERVICES, AND ANY CONTENT PROVIDED BY BLUEPRINT AND/OR ITS SUPPLIERS, ARE PROVIDED “AS IS" AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICES MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS AND BLUEPRINT AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY SUCH DELAYS, MISDELIVERY, UNTIMELY DELIVERY, DELIVERY FAILURES, OR ANY DAMAGES RESULTING THEREFROM AND/OR FROM EVENTS BEYOND COMPANY’S REASONABLE CONTROL. THIS SECTION 10 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11.   Indemnification
 

You agree that you will be responsible for your use of the Services, and you further agree to defend and indemnify Blueprint from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of the Services; (b) your violation of any part of the these Terms, any representation, warranty, or agreement referenced in the Terms, or any applicable law or regulation; (c) your actual or alleged violation of any third-party right, including any intellectual property right, publicity or privacy right, property right, or confidentiality obligation; or (d) any dispute or issue between you and any third party. Blueprint reserves the right to assume the exclusive defense of any matter for which you are required to indemnify Blueprint, and you agree to cooperate with Blueprint’s defense of these claims.  

12.   Limitation of Liability.

a.  CAP ON DAMAGES. EXCEPT WITH RESPECT TO LIABILITIES OR LOSSES ARISING FROM FRAUD OR  INTENTIONAL MISCONDUCT, IN NO EVENT WILL BLUEPRINT’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATING  TO THESE TERMS AND ALL OTHER SEPARATE CONTRACTS  EXCEED THE GREATER OF  (A) THE SUM OF THE AMOUNTS RECEIVED BY AND OWED TO BLUEPRINT FROM THE PARENT, TEACHER, SCHOOL REPRESENTATIVE, OR SCHOOL FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY, OR (B) FIVE HUNDRED DOLLARS ($500). THESE LIMITATIONS ARE CUMULATIVE FOR ALL CLAIMS HOWSOEVER ARISING UNDER ALL AGREEMENTS AND SEPARATE CONTRACTS, AND SHALL APPLY EVEN IF THE REMEDIES PROVIDED IN THESE TERMS OF SERVICE SHALL FAIL OF THEIR ESSENTIAL PURPOSE.  

b.  INDIRECT AND CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDING CLAIMS, LIABILITIES OR LOSSES ARISING FROM FRAUD OR  INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL  OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THESE TERMS, THE SERVICES PROVIDED, OR THE USE OF  OR INABILITY TO USE THE SERVICES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST  PROFITS, LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF ADVISED OF THE  POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. 

c.  USER CONTENT AND USER DISPUTES. BLUEPRINT IS NOT RESPONSIBLE FOR MONITORING ANY USER CONTENT AND/OR ANY INTERACTION BETWEEN USERS. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICES, AND ANY OTHER PARTIES WITH WHOM YOU INTERACT THROUGH THE SERVICES. YOU HEREBY RELEASE BLUEPRINT FROM ANY DISPUTE THAT YOU MAY HAVE WITH ANY OTHER USERS OF THE PLATFORM OR ANY USER CONTENT, AND FROM ANY CLAIMS, DEMANDS AND DAMAGES OF ANY KIND AND OF ANY NATURE TO THE MAXIMUM EXTENT ALLOWABLE BY LAW. 

 

13.   Basis of Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE SECTIONS ON WARRANTIES AND DISCLAIMERS, INDEMNIFICATION AND LIMITATION OF LIABILITY FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE  ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU EXPRESSLY ACKNOWLEDGE THAT THE FEES THAT WE CHARGE FOR THE SERVICES ARE BASED UPON OUR EXPECTATION THAT THE RISK OF ANY LOSS OR INJURY THAT MAY BE INCURRED  BY USE OF THE SERVICES WILL BE BORNE BY YOU AND NOT BLUEPRINT AND WERE BLUEPRINT TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER.   

14.   Governing Law, Jurisdiction and Venue
 

a.   Governing Law. Except as otherwise provided herein, these Terms are governed by the laws of the state of Florida without regard to conflict of law principles.
 

b.  Disputes. Except for small claims court actions, any dispute that is not subject to the arbitration provisions in Section 15 (including if the Arbitration Agreement is for any reason held to be unenforceable) may only be litigated in the federal or state courts of Florida, and you consent to jurisdiction in those courts for such purposes, except as otherwise provided by the European Union’s General Data Protection Regulation.

 

15.   Binding Arbitration and Class Action Waiver 

a.   Dispute Resolution; Class Action Waiver. The parties (you and Blueprint) agree that any dispute, claim or controversy arising out of or relating to these Terms or any Blueprint Policies or the breach, termination, enforcement, interpretation or validity thereof (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights. YOU ACKNOWLEDGE AND AGREE THAT YOU AND BLUEPRINT ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER AGAINST THE OTHER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND BLUEPRINT OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.

b.  Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Section 14. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

c.   Arbitration Process. A party that desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

d.  Arbitration Location and Procedure. Unless the parties otherwise agree, the arbitration will be conducted in Miami, Florida. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents the parties submit to the arbitrator, unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

e.  Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of Section 11 (Limitation of Liability) above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

f.   Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $10,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

g.   Severability and Survival. If any portion of this Section 15 (Dispute Resolution) is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 15 (Dispute resolution) or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15 (Dispute Resolution); and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

16.   Miscellaneous

a.   Termination or Suspension. We reserve the right to discontinue the Services or suspend or terminate your access to them, including any Accounts, or User Content submitted by you, at any time, without notice, for any reason and without any obligation to you or any third party. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide is false, inaccurate, or otherwise violates these Terms, then we may suspend or terminate your Account or deny you access to all or part of the Services. Any suspension or termination will not affect your obligations to us, including any payment obligations to us, and you will not be entitled to a refund of any payments. Upon suspension or termination of your access to the Services, or upon notice from us, your license to use the Services will terminate immediately.

b.  Communications. By signing up for an Account, you consent to receive communications from us electronically.

c.   International Users. Blueprint Operates in the United States. If you use the Services from other locations, you are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply (for example, any local education, regulatory, or data privacy laws).

d.  Assignment. We may assign our rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them.

e.  No Waiver. No waiver by us of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Blueprint.

f.   Contact. If you have questions regarding the Terms and issues related to the Services or your Account, contact us at privacy@blueprint.kids.