About the Service
Access to the Service is limited to authorized users who have been issued login credentials by the Company. You represent and warrant that all information you have provided to the Company in connection with registering to use the Service and the Content is true, accurate, current and complete. You also agree to maintain and promptly update this information to keep it true, accurate, current and complete. You also agree that you will be fully responsible for the actions of any person or entity using your account with your permission, as a result of your failure to adequately protect your login credentials, or as a result of your failure to immediately notify the Company of any unauthorized use of your login credentials or other breach of security. Access to the Service is provided at the discretion of the Company and the Company has the right at any time, without prior notice to you, to modify, suspend or stop providing all or any part of the Service, and may terminate your account and refuse any and all current or future use of any portion of the Service.
The Service and all available Content (including all text, images, graphics, videos, designs, and logos) are subject to copyright, registered and unregistered trademark and other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”). All Intellectual Property Rights are owned and/or controlled by the Company and/or its affiliated companies, or by other parties that have licensed their materials to the Company to be sublicensed. Uses of the Intellectual Property in this Service for any purpose other than as permitted under this Agreement are strictly prohibited. The compilation of all Content on this Service is the exclusive property of the Company and you acknowledge and agree that you do not acquire any ownership rights by virtue of accessing and/or downloading any Content from the Service and that all rights not expressly granted hereunder are expressly reserved to the Company.
Access to the Content is limited to authorized users who have been granted access by the Company. By downloading the Content, you acknowledge that the Company owns or is licensed to use the Content, and that you will not interfere with its rights in the Content, and that you will not interfere with the Company’s use of the Content. You further agree that the Content made available through the Service may be used by you only as follows:
- All uses of the Content must include all logos, symbols, credits, artwork, trademark and copyright notices and/or other wording requested by the Company or otherwise provided to you by the Company and/or its affiliated companies, and/or visible on the Content itself.
- The Content may not be altered, edited, or modified in any way without the Company’s prior written approval.
- The Content may never be used in any manner that falsely implies an affiliation with, approval by, endorsement of, or sponsorship by the Company and/or its affiliated companies.
- The Content may not be used in a manner that disparages the Company and/or its affiliated companies’ technology or damages their brand integrity, including use of the Content in a manner that is, in Company’s opinion, offensive, defamatory, illegal, or unethical.
- Use of the Content in connection with or as part of other company names, trade names, product or service names, or other trademarks or logos is prohibited.
- Use of trademarks, logos, or other content that are confusingly similar to the Content is prohibited.
- The Content, or any elements thereof, may not be used to create new works of any kind or nature, including without limitation, those that are derivative of the Content, without the Company’s prior written approval.
- Upon notice from the Company or upon your knowledge that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim, you will cease any future use of such Content at your own expense.
- All rights not expressly granted to you are exclusively reserved to the Company and the original rights owners, and you agree not to use any Content in any way not authorized.
The Company grants to you a limited, non-exclusive, revocable, non-sublicensable, non-transferable, non-assignable, royalty-free license and right to use, copy, reproduce, display, and distribute the Content solely in connection with teaching the Thinkabit Lab projects, experiences and activities and solely in adherence with usage and safety guidelines that may be provided from time to time by the Company.
The Content may contain trademarks owned by the Company (collectively, the “Trademarks”), including without limitation QUALCOMM, QUALCOMM THINKABIT LAB, INSPIRED BY QUALCOMM THINKABIT LAB, and QWOW. You shall use and display these marks only as part of the Content and as directed by the Company.
You agree that you shall not claim rights in or to the Trademarks or the Content, or object to or otherwise dispute, or assist others to dispute, the Company’s ownership of or rights in or to the Trademarks or the Content, including without limitation all copyright or other intellectual property rights therein. You further agree that you will not use or apply to register any trademarks that are confusingly similar to the Trademarks.
The Company makes no representations whatsoever about any third party web site which you may access through the website. When you access a third party web site, you agree that it is independent from the Company, and that the Company has no control over any content on that web site. In addition, a link to a third party web site does not mean that the Company accepts any responsibility for the content, or the use, of such web site. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojans and other items of a destructive nature.
Without limiting any of the Company’s rights to control access to and use of the Service, either you or the Company may terminate this Agreement for any reason at any time by providing the other party notice as set forth below. The Company may terminate your access to, and use of, the Service immediately, without notice, if in its sole discretion, the Company believes that your conduct fails to conform to this Agreement. Upon termination of this Agreement, you will immediately discontinue all use of the Content and the Trademarks, and follow all such additional related instructions as directed by the Company. The following sections shall survive any termination of this Agreement: Content Ownership, Notice, Warranty Disclaimer, Release, Assumption of the Risk, and Limitation of Liability, Indemnification, Choice of Law and Jurisdiction, Confidentiality, Injunctive Relief, Severability, Assignment, Waiver, Entire Agreement, and such other provisions that by their nature should survive.
You agree that the Company may provide written notice under this Agreement having binding legal effect by sending an email to the email address you provided during the registration process or subsequently updated by You in accordance with this section. Notices sent to the Company by You shall be sent to firstname.lastname@example.org.
YOU ACKNOWLEDGE THAT YOU USE THE SERVICE AND THE CONTENT SOLELY AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, THE CONTENT, OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE AND ANY CONTENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE CONTENT AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OR COMPLETENESS OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION OR COMPATIBILITY. THE COMPANY DOES NOT WARRANT THAT THE SERVICE, THE CONTENT, ANY SOFTWARE, INFORMATION, OR ANY PART THEREOF, WILL BE AVAILABLE, COMPATIBLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, THAT ERRORS OR DEFECTS IN THEM WILL BE DISCOVERED OR CORRECTED, OR THAT THEY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WITH REGARD TO OWNERSHIP OF ANY CONTENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE CONTENT IS ERROR FREE. FURTHERMORE, THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SERVICE OR THE CONTENT IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY REPRESENTATION OR WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY EXPRESS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Release, Assumption of Risk, and Limitation of Liability
You acknowledge and agree to assume all risks associated with your participation, and the participation of any of your students, in any project, experience or activity provided through the Service. You waive, discharge, and release any and all legal and equitable rights you may have to bring legal action against the Company or any of its related subsidiary or affiliated corporations, directors, officers, employees, or agents (each a “Releasee”) that may be available to you or your heirs arising out of or related to any property damage, injury, or other damage resulting from, or related in any way to your use of the Content or the participation of your students in any projects, experiences or activities related to the Content or the Service or any activities incidental thereto, regardless of whether such property damage, injury, or other damage was caused in whole or in part by the negligence, gross negligence or other acts or omissions of any of the Releasees.
You have read, understand, and hereby waive all rights granted pursuant to California Civil Code §1542, which provides that: "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."
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL THE RELEASEES BE LIABLE FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE) ARISING OUT OF OR RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE SERVICE OR THE CONTENT REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 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 OR MAY BE LIMITED.
WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTIONS ARISING FROM OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE OR OTHERWISE) EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS SET FORTH IN THIS SECTION (RELEASE, ASSUMPTION OF RISK, AND LIMITATION OF LIABILITY) SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT.
IF APPLICABLE LAW PRECLUDES THE COMPANY FROM DISCLAIMING A PARTICULAR KIND OF DAMAGE OR TO CAP THE LIABILITY FOR CERTAIN TYPES OF ACTIONS OR CLAIMS, THEN THE ABOVE PROVISIONS WILL BE DEEMED AMENDED TO CONFORM WITH APPLICABLE LAW, AND THE BALANCE OF THIS SECTION SHALL REMAIN IN FULL FORCE AND EFFECT. YOU AND THE COMPANY HAVE FULLY CONSIDERED AND FIND REASONABLE THE FOREGOING ALLOCATION OF RISK, AND AGREE THAT THE FOREGOING LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
The company has no obligation to defend, indemnify or hold you harmless under this Agreement. You agree to indemnify and hold harmless the Releasees from any and all claims, demands, causes of action, damages, liabilities, judgments, and costs (including any attorneys’ fees and other expenses), arising out of or related to your participation, and/or the participation of your students in any project, experience or activity provided through or related to the Service (each a “Claim”). Upon the Company’s request, you agree to defend each Releasee with respect to any Claim.
Choice of Law and Jurisdiction
You and the Company agree that the substantive laws of the United States and the State of California will govern with respect to all matters relating to or arising out of this Agreement, or the use (or inability to use) the Service, and that such laws will apply without regard to principles of conflict of laws. You and the Company agree and hereby submit to the exclusive jurisdiction of the state and federal courts located in San Diego County, California, U.S.A. Use of the Service is unauthorized in any jurisdiction that does not give effect to all of the provisions of this Agreement, including without limitation this paragraph.
You agree that you will not disclose any details, know-how, trade secrets, or other information of a confidential nature about the Service or the Content (the “Confidential Information”) to any third party. You undertake, warrant, and represent that you will exercise the highest reasonable degree of care to safeguard any Confidential Information.
You acknowledge that your breach of any of the provisions of this Agreement may cause immediate and irreparable harm to the Company that would be difficult to ascertain or quantify and for which the Company may not have an adequate remedy in money or damages. The Company shall, therefore, be entitled to obtain injunctive or other equitable relief against such breach from any court of competent jurisdiction immediately upon request (without posting bond or providing proof of future damages) and will be entitled to recover from you the costs incurred in seeking such injunctive or other equitable relief. The Company's right to obtain injunctive or other equitable relief will not limit its right to seek or obtain further remedies.
Should any of the terms and conditions herein be held invalid, that invalid provision shall be construed to be consistent with the applicable law, and in a manner so as to remain consistent with the original intent of the Company. Provisions not otherwise held invalid shall remain in force and effect.
You may not assign or otherwise transfer any rights or obligations under this Agreement, in whole or in part, without the Company's prior written consent. Any attempted or purported assignment, delegation, or other transfer by you without such consent shall be void.
No waiver by the Company of any breach of any term or condition of this Agreement will constitute a waiver of, or consent to, any subsequent breach of the same or any other term or condition of this Agreement.
BY MARKING THE BOX INDICATING THAT YOU ACCEPT THIS AGREEMENT, YOU REPRESENT, WARRANT AND CERTIFY THAT: YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE LEGAL ENTITY YOU REPRESENT; YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT; YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY YOU REPRESENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND YOU AGREE ON BEHALF OF THE LEGAL ENTITY YOU REPRESENT TO BE BOUND BY ITS TERMS AND CONDITIONS.