Last Updated: June 8, 2018
IF YOU LIVE IN (OR YOUR PRINCIPAL PLACE OF BUSINESS IS IN) THE UNITED STATES, PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 10. IT AFFECTS HOW DISPUTES ARE RESOLVED.
Thank you for using Flipgrid!
We are pleased to help support your work as you ignite discussion - and use video the way your students do.
"You" may be a:
If you are a User (who is not a Student), you also represent that you are at least 18 years old and have the legal capacity to accept these Terms. If you are not 18, not a Student, or do not have parental consent to access the Service, you may not use the Service.
These Terms and additional terms posted on the Service at each time of use apply to that use, prospectively. You agree that we may provide notice to you of updated terms by posting them on the Service. Use or continued use of our Service following notice of such updated terms indicates your consent to be bound by them.
You may find the current version of the Terms here (https://legal.flipgrid.com/terms-of-use.html). If you don’t agree to be bound by these Terms as presented or as updated, please don’t use the Service.
1.1 The Service. Flipgrid allows Grid Owners to create one or more Grids, each of which contains content (which may include text, video, or other materials) within the topics included in the Grid. Grid Owners control access to the Grids and may share the Grids with anyone they like. For example, Grid Owners can share their Grids with Students and guest speakers. Users then can respond to discussions for each topic in the Grid using video.
1.2 Account Creation. When Grid Owners register for an account, we will ask you to provide certain information about yourself, including where you work, the age group of your Users, and your area/subject of expertise, along with a password. In order to use the Service, you represent and warrant that all the information you provide is truthful, accurate, current and complete. If we do not believe that any of your information is truthful, accurate, current and complete, we have the right to deny you access to the Service, or any of its resources, and to suspend or terminate your account. You must keep this information up to date. You may delete your account at any time, for any reason, by following the instructions on the Service and then uninstalling the App.
For a variety of reasons, and in particular, to protect the integrity of our community, we must reserve the right in our sole discretion to: (a) remove any content that you upload to the Service at any time for any reason, and (b) suspend or terminate any account and/or refuse any and all current or future use of the Service (or any portion thereof) at any time for any reason. We will not be liable to you or any third party for taking either of these actions.
1.3 Account Responsibilities. As with similar online content platforms, you are responsible for maintaining the confidentiality of your account login information. So that we can address any unauthorized uses, immediately notify us of any actual or suspected unauthorized use of your account or any other breach of security (e.g., loss of your Grid code or password).
1.4 Grid Owners. By nature of their role, Grid Owners associated with Schools have additional responsibilities to the Students that they represent. Please review the Flipgrid Teacher Toolkit (https://static.flipgrid.com/docs/Flipgrid_dos_donts.pdf) for additional resources and best practices regarding these responsibilities. In using the Service, such Grid Owners:
(b) Represent and warrant that they have: (i) the authority to consent to our collection and use of personal information from their Students; (ii) obtained any required parental consent, including but not limited to verifiable parental consent required under the Children’s Online Privacy Protection Act ("COPPA") as described in subsection 1.4(c) below; (iii) not received any revocation of parental consent; (iv) filed evidence of parental consent with their School administrator before using the Service and will provide us with such evidence if requested; and (v) will only use the personal information provided by or otherwise collected from a Student when recording and sharing videos or otherwise using the Service in accordance with the purposes for which the Grid was created;
(c) Must ensure their Schools are compliant with all applicable laws related to disclosure of Student information and regulations, including, but not limited to, The Family Educational Rights and Privacy Act ("FERPA"); and acquired FERPA-compliant disclosure consents from the parents of children under 18, or from the Students aged 18 and older; and grant us a nonexclusive license to view, download, reproduce, modify, create derivative works of, distribute, and display any information provided by or collected from a Student solely for the purposes discussed in these Terms. Student information is and continues to be the property and under the control of the Grid Owner. A Grid Owner may request the deletion of Student information or Student‑generated content by contacting Flipgrid at firstname.lastname@example.org. We will not use any personal information contained in such materials for targeted advertising, and we will not retain such materials once these Terms have expired or been terminated unless a person with authorized access to such materials has a separate account. The Grids containing Student content cannot be posted publicly by Grid Owners. Accordingly, Grid Owners must ensure they have proper consents before sharing any Student information with third parties, including on social media services or by inviting any third party not affiliated with your School to participate in a Grid accessible by Students. If Grid Owners invite unaffiliated guests (e.g., featured speakers) to participate on their Grids, they are solely responsible for (a) obtaining parental consent for sharing Student information with any guests; and (b) obtaining clearance to use the guests’ content. Flipgrid has no responsibility for Grid Owner guest activity, whatsoever.
(d) Obtain verifiable parental consent for Flipgrid to collect and use personal information from each Student who is under age 13 in accordance with COPPA. The Grid Owner may act as the parent’s agent and for purposes of giving consent by the parent to us for the collection and use of Student information for children under 13. By enrolling a Student or facilitating the creation of an account by the Student to use the Service, the Grid Owner provides such consent to us and agrees that the Student’s online activities are subject to these terms.
Flipgrid does not market to children.
2. ACCESS TO THE SITE
2.1 License. We grant you a non-transferable, non-exclusive, non-sublicensable revocable, limited license to use and access, solely for your own personal, noncommercial use: (a) the software in the App on any compatible device that you own or control, and (b) other aspects of the Service. For any App accessed through or downloaded from an app store (each an "App Store" and which includes the corporate entity and its subsidiaries making the App Store available to you), you shall comply with all applicable terms of the App Store when using the App. If the App Store terms conflict with these Terms, the more restrictive terms applies.
2.2 Certain Restrictions. To protect the distribution of the Service, we must outline certain limitations on the licensed rights we grant to you. You shall not: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on the Service; (b) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) access the Service in order to build a similar or competitive website, app, product, or service; (d) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit any part of the Service in any form or by any means; (e) upload, transmit, or distribute to or through the Service any computer viruses, worms, or any software intended to damage or alter a computer system or data; (f) send through the Service unsolicited or unauthorized advertising, promotional materials, junk mail, spam, "mailbomb" (i.e., emailing copies of a single message to many Users, or sending large or multiple files or messages to a single User with malicious intent), chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (g) use the Service to harvest, collect, gather or assemble information or data regarding other Users, including email addresses, without their consent; (h) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service, or violate the regulations, policies or procedures of such networks; (i) attempt to gain unauthorized access to the Service (or to other computer systems or networks connected to or used together with the Service), whether through password mining or any other means; (j) harass or interfere with any other User’s use and enjoyment of the Service; or (k) use software or automated agents or scripts to produce multiple accounts on the Service, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Service (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file). In addition, you may not use Student information for marketing or advertising purposes. You may not share analytics data about Students with social media platforms (or other third parties) such as Facebook and Twitter. All copyright and other proprietary notices on the Service (or on any content displayed on the Service) must be retained. You may not use the Service in a way that violates any third-party right, is unlawful, or otherwise violates Service community standards (including Content Limitations described in Section 3.5, below).
2.3 Modification. We reserve the right, at any time, to modify, suspend, or discontinue all or any part of this Service with or without notice, without any liability to you.
2.4 No Support or Maintenance; Updates. We have no obligation to provide you with any support or maintenance in connection with the Service and are not obligated to create or provide any corrections, updates, upgrades, bug fixes, and/or enhancements of the Service.
2.5 Ownership. The Service is the sole property of Flipgrid and is protected by U.S. and foreign copyright laws, patents, trademarks, trade secret, and other laws. Either we or our suppliers own the content made available to you through the Service. Our name, logo, and the product names associated with the Service belong to us or our suppliers, and no right or license is granted to you or any third party to use them. We and our suppliers reserve all rights not granted in these Terms.
2.6 Feedback. We appreciate hearing your feedback. Because of the volume of feedback we receive, we cannot take on any liability related to any ideas, suggestions, and/or proposals sent to us or posted in a Grid we maintain ("Feedback") or treat the Feedback as confidential or proprietary. You represent and warrant that you have all rights necessary to submit any Feedback you send to us, and you grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner we deem appropriate any Feedback you submit. By posting any Feedback on any public websites, Grids, or Grids that are moderated by Flipgrid for marketing purposes, you consent to Flipgrid’s use of any such Feedback and posts.
3. USER CONTENT
3.1 User Content. "User Content" means any and all information and content that Users (other than Students) submit to, or use with, the Service (e.g., topics and videos). Topics about possession, control, or transfer of Student-generated content, including the review and correction by a Student, parent, or legal guardian of a Student’s personal information, should be directed to the Grid Owner. You are solely responsible for your User Content and the consequences of submitting and publishing your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. Flipgrid does not guarantee any confidentiality with respect to your User Content. You hereby represent and warrant that your User Content does not violate these Terms. We use best practices to back up all of our Users’ Content, but we cannot guarantee that your User Content will be available in the event it is intentionally or accidentally deleted, so save your User Content often. Flipgrid has no responsibility or liability for: the accuracy of any User Content; the failure to transmit or receive transmission of User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. You acknowledge that Flipgrid has no obligation to pre-screen User Content, although Flipgrid reserves the right in its sole discretion to pre-screen, refuse, or remove any User Content at any time for any reason.
MAKE SURE THAT YOU ONLY PROVIDE INFORMATION TO THE SERVICE THAT YOU ARE ALLOWED TO PROVIDE WITHOUT VIOLATING ANY OBLIGATIONS YOU MIGHT HAVE TOWARDS A THIRD PARTY, INCLUDING ANY CONFIDENTIALITY OBLIGATIONS OR STUDENT DATA PROTECTION OBLIGATIONS. DO NOT PROVIDE ANY INFORMATION THAT YOU ARE NOT ALLOWED TO SHARE WITH OTHERS, INCLUDING BY CONTRACT OR LAW; ANY INFORMATION YOU PROVIDE WILL BE ACCESSIBLE BY USERS.
THE MATERIALS, INFORMATION AND OPINIONS INCLUDED AND/OR EXPRESSED IN OR ON GRIDS, BULLETIN BOARDS, CHAT ROOMS, COMMUNITY PAGES OR OTHER FORUMS ON THIS SERVICE ("FORUMS") ARE NOT NECESSARILY THOSE OF FLIPGRID. FLIPGRID DOES NOT UNDERTAKE TO MONITOR OR REVIEW FORUMS, AND THE CONTENT OF FORUMS IS NOT THE RESPONSIBILITY OF FLIPGRID. FLIPGRID MAY REMOVE OR MODIFY ANY CONTENT WITHOUT NOTICE OR LIABILITY AT ANY TIME IN FLIPGRID’S SOLE DISCRETION. ANY USE OF THE FORUMS WILL BE AT YOUR OWN RISK AND WILL BE SUBJECT TO THE DISCLAIMERS AND LIMITATIONS ON LIABILITY SET OUT ABOVE.
3.2 License. When you post User Content on the Service, you grant us the necessary rights to make such content available to Users, which include one or more of the following rights, as applicable (which you represent and warrant that you have): an irrevocable, nonexclusive, transferable, royalty-free and fully paid, worldwide license to use, reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use such User Content, and to grant sublicenses of the foregoing rights. You hereby irrevocably waive any "moral" rights or rights of attribution with respect to your User Content. You hereby grant each User a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under these Terms. The above licenses granted by you in videos terminate within a commercially reasonable time after your videos are removed or deleted from the Service. Except as otherwise provided in these Terms, Flipgrid may retain server copies of your videos that have been removed or deleted. Except as may otherwise be provided in these Terms, the above licenses granted by you in other User Content you submit are perpetual.
3.3 Enforcement. We may (but have no obligation to) review any information you post. We may investigate and/or take appropriate action against you for violating these Terms, or for otherwise creating liability for us or any other person. Such action may include removing or modifying your information, terminating your account, and/or reporting you to law enforcement authorities.
3.4 Deletion of Content or Account. You may delete your own account or content on the Service by following the instructions provided on the Service or in our communications. Students and their parents can also correct, edit, or update Student information by contacting their Grid Owner. If you have trouble deleting content or your account, you can also submit a request to email@example.com for assistance.
3.5 Content Limitations. We require that you do not submit to, publish, or otherwise make available on this Service any content, or act in a way, which:
(a) Libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening, or offensive;
(b) Disparages, criticizes, belittles, parodies, or otherwise portrays in a negative light any actor appearing in the content;
(c) Seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
(d) Infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
(e) Violates any law or may be considered to violate any law;
(f) You do not have the right to transmit under any contractual or other relationship (e.g., inside information, proprietary, or confidential information received in the context of an employment or a non‑disclosure agreement);
(g) Advocates or promotes illegal activity;
(h) Impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
(i) Advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as specifically authorized on this Service or approved by Flipgrid;
(j) Solicits funds, advertisers or sponsors;
(k) Includes programs which contain viruses, worms and/or "Trojan horses" or any other computer code, files or programs designed to interrupt, overload, collapse, destroy or limit the functionality of any computer software, hardware or telecommunications;
(l) Disrupts the normal flow of dialogue, causes a screen to scroll faster than other Users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via the Service;
(m) Copies any other pages or images on this Service except with appropriate authority;
(n) Includes MP3 format files;
(o) Amounts to a "pyramid" or similar scheme;
(p) Amounts to "data warehousing" (i.e., using any web space made available to you as storage for large files or large amount of data which are only linked from other sites). You must provide a reasonable amount of content to accompany such material in order that at least some of the traffic to your site comes directly via us;
(q) Disobeys any policy or regulations established from time to time regarding use of this Service or any networks connected to this Service; or
(r) Contains links to other sites that contain the kind of content, which falls within the descriptions set out at (a) to (q) above.
(s) In addition, you are prohibited from removing any of our sponsorship banners (that do not contain marketing to Students in any event) or other material inserted by Flipgrid anywhere on this Service (e.g., on any web space made available for your use).
(t) Grid Owners’ organizations (e.g., Schools or businesses) may have additional obligations and policies regarding your use of the Service, including specific restrictions on use of the Service. It is your responsibility to read and comply with all such obligations and policies when using the Service.
4. APP STORES
The availability of the App is dependent on the App Store from which you received the App. These Terms are between you and Flipgrid and not with the App Store. We, and not the App Store, are responsible for the App and its content. The App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the App. Flipgrid is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Store, and the App Store may refund the purchase price for the App to you. To the maximum extent permitted by applicable law, the App Stores will not have any other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility. We, and not the App Store, are responsible for addressing any claims relating to the App or your possession and/or use of the App, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. In the event of any third-party claim that the App infringes a third party’s intellectual property rights, we, and not the App Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You will comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies and the usage rules) when using the App. The App Stores and their subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of these Terms, the App Stores will have the right (and will be deemed to have accepted the right) to enforce these Terms against you accordingly.
5. FEES AND PURCHASE TERMS
5.1 Payment. For products and services requiring a fee, you shall pay all fees or charges for products and services purchased via the Service in accordance with the fees, charges and billing terms in effect at the time such fee or charge is due. Except as otherwise described in these Terms or in our billing terms in effect at the time a fee or charge is due, all fees are nonrefundable.
5.3 Payment Information and Taxes. All payment information that you provide in connection with the Service must be accurate, current and complete. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD(S) OR OTHER PAYMENT MEANS USED TO PAY ANY FEE OR CHARGE. By providing us with your payment information, we or Stripe are authorized to immediately invoice you for all fees and charges due and payable to us and that no additional notice or consent is required. You shall immediately notify us and Stripe of any change to your payment information. We reserve the right at any time to change our prices and billing methods, either immediately upon posting on the Service or by e-mail delivery to you. You will be responsible for paying any applicable taxes relating to your payments and credits received and will indemnify and hold harmless Flipgrid and Stripe from any and all taxes, including sales tax, based on any payments made or received by you in connection with the Service. Upon our request, you will provide Flipgrid or Stripe with acceptable evidence that you have paid all applicable taxes.
You shall indemnify and hold Flipgrid (and its parent company, affiliates, subsidiaries, officers, employees, agents, successors, and assigns) harmless, from and against any and all claims, demands, liabilities, damages, losses and expenses (including costs and attorneys’ fees) made by any third party due to or arising out of your (or your Users’): (a) use of, or inability to use, the Service; (b) violation of these Terms; (c) violation of applicable laws or regulations; (d) User Content and any information provided by or collected from Students; (e) violation of any rights of another party, including any Users; or (f) interaction with any other User. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You shall not settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
7. THIRD-PARTY LINKS AND ADS; OTHER USERS
7.1 Other Users. Each User is solely responsible for any and all of its own User Content and any information provided by or collected from a Student. Because we do not control User Content or Student information, we are not responsible for any User Content or Student information, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content or Student information. Your interactions with other Users are solely between you and such Users, and we will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any User, we are under no obligation to become involved.
7.2 Release. You hereby release and forever discharge Flipgrid (and our parent company, affiliates, subsidiaries, officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other Users or any third-party links). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO 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."
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, USER CONTENT AND STUDENT INFORMATION, PRODUCTS, SERVICES OR INFORMATION PROVIDED BY OR OTHERWISE FOUND ON THE SERVICE ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITHOUT ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE (AND OUR PARENT COMPANY, AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE AND ANY CONTENT, PRODUCTS, OR INFORMATION PROVIDED BY OR OTHERWISE FOUND ON THE SERVICE EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR PARENT COMPANY, AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS) MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
9. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE (OR OUR PARENT COMPANY, AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS) BE LIABLE TO YOU, YOUR USERS OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL LOSS OR DAMAGE RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE SERVICE OR ANY OTHER SITE, APPLICATION OR SERVICE, INCLUDING BUT NOT LIMITED TO DAMAGE OR LOSS TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR (AND OUR PARENT COMPANY, AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE FEES YOU HAVE PAID TO US IN THE PRECEDING TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE APPLICABLE CLAIM, OR (B) FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THIS AGREEMENT BETWEEN FLIPGRID AND YOU.
10. BINDING ARBITRATION AND CLASS ACTION WAIVER
We hope we never have a dispute, but if we do, you and we agree to try for 60 days to resolve it informally. If we can’t, you and we agree to binding individual arbitration before the American Arbitration Association ("AAA") under the Federal Arbitration Act ("FAA"), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a limited right of review under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. Nor is combining individual proceedings without the consent of all parties.
10.1 Here is what you need to know about arbitration under these Terms:
(a) Disputes Covered—Everything Except IP. The term "dispute" is as broad as it can be. It includes any claim or controversy between you and us concerning the Service, the software related to the Service, the Service’s or software’s price, your account, advertising, marketing, communications, your purchase transaction, billing, or these Terms, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, your licensors’, our, or our licensors’ intellectual property rights.
(b) Mail a Notice of Dispute First. If you have a dispute and our customer service representatives can’t resolve it, send a Notice of Dispute by U.S. Mail to Flipgrid Legal at: 251 First Avenue North, Suite 500 Minneapolis, MN 55401. Tell us your name, address, how to contact you, what the problem is, and what you want. We’ll do the same if we have a dispute with you. After 60 days, you or we may start an arbitration if the dispute is unresolved.
(c) Small Claims Court Option. Instead of mailing a Notice of Dispute, you may sue us in small claims court in your county of residence (or, if a business, your principal place of business) or Borough of Manhattan, New York, U.S.A. if you meet the court’s requirements.
(d) Arbitration Procedure. The AAA will conduct any arbitration under its Commercial Arbitration Rules (or if you are an individual and use the Service for personal or household use, or if the value of the dispute is $75,000 or less whether or not you are an individual or how you use the Service, its Consumer Arbitration Rules). For more information, see www.adr.org or call 1-800-778-7879. In a dispute involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in your county of residence (or, if a business, your principal place of business) or in Borough of Manhattan, New York, if your dispute is with Flipgrid. You choose. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim. Under AAA Rules, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim. But a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity.
(e) Arbitration Fees and Payments.
(i) Disputes Involving $75,000 or Less. We will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and expenses. If you reject our last written settlement offer made before the arbitrator was appointed, your dispute goes all the way to an arbitrator’s decision (called an "award"), and the arbitrator awards you more than this last written offer, we will: (i) pay the greater of the award or $1,000; (ii) pay your reasonable attorney’s fees, if any; and (iii) reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration.
(ii) Disputes Involving More than $75,000. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.
(f) Conflict with AAA Rules. These Terms govern to the extent they conflict with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
(g) Must File Within One Year. You and we must file in small claims court or arbitration any claim or dispute (except intellectual property disputes—see Section 10.1 (a), above) within one year from when it first could be filed. Otherwise, it’s permanently barred.
(h) Rejecting Future Arbitration Changes. You may reject any change we make to section 10 (except address changes) by sending us notice within 30 days of the change by U.S. Mail to the address in section 10.1(b). If you do, the most recent version of section 10 before the change you rejected will apply.
(i) Severability. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts won’t be arbitrated but will proceed in court, with the rest proceeding in arbitration. If any other provision of section 10 is found to be illegal or unenforceable, that provision will be severed but the rest of section 10 still applies.
11. TERM AND TERMINATION
These Terms will remain in full force and effect while you use the Service. You may terminate your account at any time, for any reason, by following the instructions on the Service or uninstalling the App. We may suspend or terminate your rights to use the Service (including your account) at any time for any reason at our sole discretion. Upon termination, your account will close immediately, and/or your right to access and use the Service will end immediately. Even after your rights under these Terms are terminated, all provisions of these Terms which by their nature should survive, will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, indemnification, release and binding arbitration and class action waiver.
12. COPYRIGHT POLICY AND NOTICE OF INFRINGEMENT
Flipgrid respects the intellectual property of others and asks that Users do the same. Our notice and takedown policy is available here. If you believe that one of our Users is unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, please provide the following information in writing (pursuant to 17 U.S.C. § 512(c)) to our designated Copyright Agent:
Designated Agent: Charlie Miller
Address of Agent: 251 First Avenue North, Suite 500, Minneapolis, MN 55401
Telephone: (612) 445 5514
1. your physical or electronic signature;
2. identification of the copyrighted work(s) that you claim to have been infringed;
3. identification of the material on our services that you claim is infringing and that you request us to remove;
4. sufficient information to permit us to locate such material, including but not limited to the exact URL where the material is located;
5. your name, address, telephone number, and e-mail address;
6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Under 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
13.1 Venue, Choice of Law, and Choice of Language. For U.S. residents, the laws of the state where you reside (or, if a School, where your principal place of business is located) govern all claims, regardless of conflict of laws principles, except that the FAA governs all provisions relating to arbitration. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in the Borough of Manhattan, New York, for all disputes arising out of or relating to these Terms or the Service that are heard in court (excluding arbitration and small claims court). The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. The English version of these Terms shall govern, and any proceedings related to actions based on these Terms shall be conducted in English.
13.2 Export. The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You shall not export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Flipgrid, or any products utilizing such data, in violation of U.S. export laws or regulations.
13.3 Disclosures. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
13.4 Electronic Communications. The communications between you and us use electronic means, whether you use the Service or send us emails, or whether Flipgrid posts notices on the Service or communicates with you via email. You consent to receive communications from us in an electronic form. All updated terms, terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
13.5 Miscellaneous. These Terms constitute the entire agreement between you and us regarding the use of the Service. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation." If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to us is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may freely assign these Terms and the rights you grant to us in these Terms. The terms and conditions set forth in these Terms shall inure to the benefit of and be binding upon successors and permitted assignees.
13.6 Force Majeure. Flipgrid shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.