Atomsmith® Classroom Online Terms of Service (TOS)

Policy Effective Date: 01 August 2022

Please read this Terms of Service Agreement carefully. Your use of this website (the "Site") is conditioned on your acceptance of this Terms of Service, the Acceptable Use Policy, and if applicable, the Acceptable Use Policy: Commercial Use Supplement, and by using this website you agree to be bound by this Terms of Service.

If you agree to this Terms of Service, click/tap the Accept the Terms of Service button below.

  1. Parties. This Terms of Service (the "Agreement") constitutes an agreement by and between Bitwixt Software Systems LLC, a Minnesota Limited Liability Company ("Provider"), and each visitor to Provider’s website, atomsmith.co, or user of Provider’s online Service ("User," "you," "your").

  2. Definitions.

    1. "Account(s)" refers to the annual/subscription-based Service plans and features offered to User at the time of enrollment. The Service is sold on an annual subscription basis; however, the Service is also offered on a limited trial basis to which this TOS also applies. User understands that such plans and features may change.
    2. "AUP" refers to Provider’s Educational Service Acceptable Use Policy, posted at https://atomsmith.co/terms/AUP.html, as such policy may change from time to time.
    3. "AUP-C" refers to Provider’s Commercial Use Acceptable Use Policy, a supplement to Provider's AUP, and posted at https://atomsmith.co/terms/AUP-C.html, as such policy may change from time to time.
    4. "Customer(s)" refers to the educational institution, instructor/teacher, individual or other entity that has purchased Account enrollment and is using the Service.
    5. "IP" means Intellectual Property, and includes materials protected by patents, copyright, trademark and trade secrets.
    6. "Service" refers to Provider’s Atomsmith Classroom Online Educational Service. The Service includes such features as are set forth on Provider’s website (atomsmith.co). Provider may change such features from time to time, at its sole discretion.
    7. "Site" refers to Provider’s website, located at atomsmith.co.
    8. "User" refers to an authenticated authorized user of the Service.

  3. Your Use of the Service. Your use of the Service is subject to the terms of this Agreement, as amended from time to time, as well as by Provider's AUP, AUP-C and Privacy Policy. If you do not agree to be bound by this Agreement, you may not use the Service.

  4. Term & Termination.

    4.1 Term. This Agreement will continue until terminated by either party as specifically authorized herein.

    4.2 Termination by User. You may terminate this Agreement at any time by disabling your Account by notifying Provider by email (info@bitwixt.com), or by allowing your Account subscription to expire, and by ceasing to use the Service and the Site. At such time you agree to destroy any copied, recorded and/or shared materials from or derived from the Service. This includes materials stored in any online storage service such as Google Drive.

    4.3 Termination by Provider. Provider may terminate this Agreement for any reason or for no reason by providing you 30 days’ notice as set forth below. At such time you agree to destroy any copied, recorded and/or shared materials from or derived from the Service. This includes materials stored in any online storage service such as Google Drive.

    4.4 Agreement Provisions that Survive Termination. The following provisions will survive termination of this Agreement: (i) the provisions relating to data use, retention and deletion, indemnity, limitation of liability, and arbitration; and (ii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.

  5. Provision of the Site and the Service. Provider reserves the right to modify, suspend or discontinue, at any time and from time to time, the Service or any part thereof, or User’s access to the Service. Provider reserves the right to modify, suspend or delete the Site or any part of the Site, with or without notice. You acknowledge and agree that Provider shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service or any modification, suspension or deletion of the Site.

  6. Policies

    6.1 Acceptable Use Policies. You agree to comply with the AUP, and if applicable, the AUP-C, as modified from time to time, the current versions of which are available on the website at atomsmith.co/terms/AUP.html and at atomsmith.co/terms/AUP-C.html. In the event of your material breach of the AUP or AUP-C, including without limitation any copyright infringement, Provider may suspend or terminate your access to the Service, in addition to such other remedies as Provider may have by law or pursuant to this Agreement. Neither this Agreement nor the AUP or AUP-C requires that Provider take any action against User or any Customer for violating the AUP or AUP-C, but Provider is free to take any such action it sees fit.

  7. Materials, IP & Data.

    7.1 Content. Provider may include various simulations, models and animations and written or graphical materials in the course of providing the Service, including but not limited to atomic and molecular models and curriculum, text, data, graphs, charts, photographs, illustrations, animations, and designs. This content may be the protected IP of Provider or third parties. You do not acquire any right, title, or interest in or to such Content, except the limited and temporary right to use it in the course of your use of the Service.

    Users must treat the Service's Content like any other copyrighted material – for example a book. Users may not:

    • Disclose to unauthorized users, or allow them to use, authorized usernames and/or passwords assigned by Provider for this Service without the express written consent of Provider;
    • Use a username and/or password obtained from an unauthorized distributor of this Service;
    • Copy, use and/or screencast/video the copyrighted material provided by the Service outside of the use of the Service without explicit permission from Provider (For more information about usage or if any persons are seeking permissions to use any such copyrighted material, contact info@bitwixt.com);
    • Remove any proprietary notices from the Service documentation;
    • Use the Service, or copy or share models, screen-shots, screencasts, videos, text or printouts from or derived from the Service, for Commercial Use, unless User's Account is a Commercial Use enrollment (then also see atomsmith.co/terms/AUP-C.html) ;
    • Reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Service;
    • Broadcast the copyrighted material provided by the Service beyond your school or home; or
    • Sublicense, rent, lease, resell or lend any portion of the Service or its documentation.

    Any User who determines that their access and use of the Service is unauthorized, must immediately discontinue use of the Service. Failure to do so constitutes a violation of copyright laws, and User may be subject to criminal prosecution.

    7.2 IP in General. Provider retains all right, title, and interest in and to the Service, and this Agreement does not grant User any IP rights in or to the Service or any of its components. Provider also retains all applicable IP rights to any comments, suggestions or feature requests submitted by you or any Users.

    7.3 Patents. Certain methods used to provide the Service are protected by U.S. Patent. These methods are the IP of Provider and may not be used outside of the provision of the Service.

    7.4 Trademarks. User is hereby granted the right to use Provider’s trademarks, including Provider’s name and logo, solely in relation to and in reference of User’s use of the Service. All uses of Provider’s trademarks and the goodwill associated with them shall inure to the benefit of Provider.

    7.5 Copyright & DMCA. If you believe that your copyrighted work has been posted without permission and outside of the fair use exceptions in 17 U.S.C. §107, send a proper DMCA notice to info@atomsmith.co. Provider reserves the right to disable the Account of any User who infringes copyright.

    7.5 Copyright in User Generated Content. You retain any IP rights in the content you upload or post to the Service. You hereby grant Bitwixt Software Systems LLC a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).

  8. Each Party’s Representations & Warranties.

    8.1 User’s Identity. You represent that you have provided truthful and accurate information about your identity in your User Account registration and profile.

    8.2 Right to Do Business. Customer represents that it has authority to enter into, execute and perform the obligations under this Agreement. Each Customer hereby warrants that if it is a corporation or other legal entity, it is validly formed and existing under the laws of its jurisdiction and has duly authorized its agent or agents to enter into this Agreement.

    8.3 Limitation of Liability. In no event will Provider be liable for any damages, including consequential, indirect, special, incidental, or punitive damages. The limitations of liability in this section apply to liability for negligence, apply regardless of the form of action and apply even if Provider is made aware in advance of the possibility of the damages in question and even if such damages were foreseeable. The limitations of liability also apply even if Customer’s and/or User's remedies fail of their essential purpose. Notwithstanding the foregoing, some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages in certain circumstances, and so the foregoing limitation and exclusions may not apply.

    8.4 Disclaimers. The Service is provided "as is" and "as available," and Provider makes no warranties, either express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement of IP rights or any implied warranties. Provider has no obligation to indemnify or defend Customer and/or User against claims related to infringement of IP rights; and Provider does not warrant that the Service will perform without error or interruption. Provider shall not be liable for the quality or accuracy of information provided by Customer and/or User or third parties for or via the Site.

    8.5 Embargoed Countries and Specially Designated Nationals. The Service is not available for Customers and/or Users located in a country embargoed by the United States, or who are on the U.S Treasury Department’s list of Specially Designated Nationals. You represent and warrant that you are not on the U.S. Treasury Department’s list of Specially Designated Nationals, and that you are not located in a country embargoed by the United States.

  9. Indemnification. At own expense, Customer/User agrees to indemnify and hold harmless Provider from and against all claims, demands, losses, costs, penalties, damages, judgments and suits, brought against Provider arising from, in connection with, or incident to the performance of, or failure to perform the provisions of this Agreement by Customer/User, and by agents, employees or assigns. The above indemnity obligation does not include claims, costs damages or expenses that may be caused by the sole responsibility of Provider. Additionally, if the claims or damages are caused by or result from the concurrent negligence of Customer and/or User and Provider, this indemnity provision shall be valid and enforceable only to the extent of Customer/User negligence and the negligence of Customer and/or User agents, employees or assigns.

  10. Miscellaneous.

    10.1 Notices. Provider may send notices pursuant to this Agreement to User’s email address listed in User’s account, and such notices will be deemed received three days after they are sent. User may send notices pursuant to this Agreement to info@atomsmith.co and such notices will be deemed received three days after they are sent.

    10.2 Amendment. Provider may amend this Agreement from time to time by posting an amended version at its Site. User’s continued use of the Site or the Service shall be deemed acceptance of the amended Agreement.

    10.3 No Waiver. No party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (i) by an authorized representative and (ii) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.

    10.4 Force Majeure. To the extent caused by act of God, no delay, failure, or default will constitute a breach of this Agreement.

    10.5 Assignment & Successors. Neither Customer nor User may assign this Agreement without prior written consent, which may be withheld at Provider’s sole discretion. Provider may assign this Agreement at any time without notice to you.

    10.6 Applicable Law - Minnesota. This Agreement has been made, executed and delivered in Minnesota. The parties mutually stipulate and agree that this Agreement is in all respects (including, but not limited to, all matters of interpretation, validity, performance and breach) to be exclusively construed, governed and enforced in accordance with the laws of Minnesota and all applicable federal laws of the United States of America, as from time to time amended and in effect. The parties agree that the Uniform Commercial Code - Article 2 Sales, the United Nations Convention on Contracts for the International Sale of Goods, and the Electronic Signatures in Global and National Commerce Act shall not apply in any respect to this Agreement or the parties. In any litigation between the parties, the prevailing party shall be entitled to, and the court shall award, reimbursement of such party's reasonable attorneys' fees and costs. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Minnesota.

    10.7 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

    10.8 Certain Notices. Pursuant to 47 U.S.C. Section 230(d), Provider hereby notifies User that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. Information regarding providers of such protections may be found on the Internet by searching "parental control protection" or similar terms.

    10.9 Conflicts among Attachments. In the event of any conflict between this Agreement and any Provider policy posted online, including without limitation the AUP, AUP-C and Privacy Policy, the terms of this Agreement will govern.

    10.10 Entire Agreement. This Agreement sets forth the entire Agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.

    10.11 The use of the terms "includes" and "including", and similar terms, shall be deemed not to limit what else might be included.

This Terms of Service can be found online at:

https://atomsmith.co/terms/TOS.html.

The Acceptable Use Policy can be found online at:

https://atomsmith.co/terms/AUP.html.

The Acceptable Use Policy: Commercial Use Supplement can be found online at:

https://atomsmith.co/terms/AUP-C.html.

The Privacy Policy can be found online at:

https://atomsmith.co/terms/privacy.html.

Copyright © 2016-2022, Bitwixt Software Systems LLC