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Terms of Use

Updated June 2021

Welcome to Interplay Learning. When you visit, view, use, or access our website interplaylearning.com and/or any applicable subdomains thereof, or any applications, mobile applications, functionalities, training simulations, virtual reality training simulations, content, materials, Interactive Features, or other online services provided by Interplay Learning (collectively, and along with the services available from the foregoing, the “Site”), whether as a guest or a registered user, you’re agreeing to the following terms and conditions, so please take a few minutes to read over the Terms of Use below.

1. INTRODUCTION

These Terms of Use, as may be amended from time to time, together with any documents, policies, or terms they incorporate by reference (collectively, these “Terms of Use”), are entered into by and between you and Interplay Learning, Inc., a Delaware corporation (“Interplay Learning”, “we”, or “us”). For purposes of these Terms of Use, “you” includes, individually and collectively, you (the user or Customer) and any individual, affiliate, or Business User that is visiting, viewing, using, or accessing the Site under your Plan. To the extent that you have entered into an enterprise license agreement, master sales order, master services agreement, or other written agreement fully executed and signed by an authorized representative of Interplay Learning that contains terms that directly conflict with any terms of these Terms of Use, then the conflicted terms set forth in such other agreement will control.

You acknowledge and agree that by (i) visiting, viewing, using, or accessing the Site, (ii) clicking “Agree”, “Purchase”, “Submit”, or similar links, or (iii) signing or confirming a Sales Order or other agreement incorporating these Terms of Use, that you have read, understand, and agree to be bound by these Terms of Use, irrespective of whether you are a guest or a registered user of the Site. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MAY NOT ACCESS OR USE THE SITE. INTERPLAY LEARNING’S ALLOWANCE OF YOUR USE AND ACCESS TO THE SITE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE, TO THE EXCLUSION OF ALL OTHER TERMS.

2. PRIVACY POLICY

Your privacy is important to us, and we are committed to protecting your personal information. Any personal information submitted in connection with your use of the Site is subject to our privacy policy found at https://www.interplaylearning.com/privacy (the “Privacy Policy”), which is hereby incorporated by this reference. We will use information about you that we obtain either directly from you or that we obtain by nature of your use of the Site in accordance with our Privacy Policy solely in furtherance of providing you and improving the Site.

3. SITE ACCESS AND ACCOUNT REGISTRATION

To access the Site, you may be asked to provide certain account information and other details. This account information helps us to create and maintain a Interplay Learning account for you, which is necessary for providing you the content, customer service, and network management that comes with the Site; as such, it is a condition of your use of the Site that all account information you provide is correct, current, and complete. You agree that all account information you provide is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

With regard to your username, password, any other piece of information you provide to us as part of our security procedures (collectively, “Account Information”), you agree to treat such Account Information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account Information is personal to you, and you agree not to provide any other person with access to the Site using your Account Information. You agree to notify us immediately (support@interplaylearning.com) of any unauthorized access to or use of your Account

Information or any other breach of security that you become aware of. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your Account Information or other personal information.

Except as provided herein, you may not transfer your Account Information to any other person and you may not use anyone else’s Account Information or account at any time. In cases where you have nevertheless authorized or registered another person to use your account or Plan, or where you have acted negligently in safeguarding your Account Information as set forth above, you agree you are fully responsible for (i) the acts and omissions of such person accessing the Site with your Account Information, (ii) controlling the person’s access to and use of the Site, and (iii) the consequences of any use or misuse by such person.

4. INTERPLAY LEARNING SUBSCRIPTION PLANS

For purposes herein, “License Fee” means the Personal License Fee, or all forms of the Business License Fee, as applicable. We reserve the right to increase or decrease any License Fee at any time; however, to the extent you have paid your License Fee in advance, the increase or decrease will not become effective for your Plan until the end of your current subscription term or your next renewal.

For purposes herein, “Payment Method” means the Personal Payment Method or the Business Payment Method, as applicable.

(b) Payment Method

(i)You may edit your Payment Method information by logging-in to your account and navigating to your “Profile” section. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see Cancellation Policy in Section 10(b) below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. We may update your Payment Method with information provided by the applicable payment service provider, and you authorize us to continue to charge the applicable License Fee to the updated Payment Method. Check with your Payment Method service provider for more details.
(ii) When you select or purchase a Plan, begin a Free Trial or Demo, or otherwise provide or add any form of Payment Method to Checkout or your account, your bank may reserve the funds necessary or place a small authorization hold until the transaction processes or the authorization hold expires, but this is not the actual charge. The authorization will be removed from your account according to the policies of your bank; and as such, to remove an authorization, please contact your bank to clarify how long they hold authorizations for online orders.
(iii) Depending on where you transact with us, the type of Payment Method used, and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices because of exchange rates and other Interplay Learning-provided geographic-specific pricing. We do not support all payment methods, currencies, or locations for payment. If your payment method fails, or if your account is past due, we may collect fees owed using othercollection mechanisms—this may include charging other payment methods on file with us or retaining collection agencies and legal counsel, the fees and cost of which you hereby agree to pay. Notwithstanding anything to the contrary, your obligation to pay fees continues through the end of your applicable subscription term and regardless of whether you cancel your Plan during such term.

(a.) Plan Scope. The scope, features, and price of your access to the Site is determined by the subscription plan and account type you register for, purchase, order, renew, or change into (each, a “Plan”)—to review the scope, features, and price associated with Interplay Learning’s Plans, please visit https://www.interplaylearning.com/solutions/individuals (click “Start 14 -Day Free Trial” button- Select “Company”) for Business Licenses or https://www.interplaylearning.com/solutions/individuals (click “Start 14 -Day Free Trial” button- Select “Personal”) (each, as appropriate, the “Plans Page”). Whether such registration, purchase, order, renewal, or change happens through the Site’s checkout or account settings functionalities, through a Free Trial, Demo, by execution or confirmation of a Sales Order, or with or without the assistance of Interplay Learning’s sales or support teams (all such methods, collectively, “Checkout”), your use of and access to the Site is expressly conditioned upon timely payment of the applicable License Fee associated with your Plan and governed by these Terms of Use.

4.1 PERSONAL PLAN

  1. Personal License. If you choose or purchase a Interplay Learning individual subscription plan during Checkout (a “Personal Plan”), Interplay Learning grants you, and you alone, a non-exclusive, non-transferable license (“Personal License”) to use the Site for the annual subscription term length set forth during Checkout (the “Initial Personal Term”) in strict accordance with these Terms of Use. Your purchase of an “annual” plan results in a one year Initial Personal Term. Any renewal of the Initial Personal Term (or a Renewal Personal Term), shall be deemed a “Renewal Personal Term”, and together with the Initial Personal Term, the “Personal Term”, as applicable.
  2. Personal License Fee. Interplay Learning’s grant of the Personal License is expressly conditioned on timely payment of the then-applicable license fee for the Personal Plan in the amount and on the billing frequency (e.g., monthly, annually) selected and set forth during Checkout (“Personal License Fee”). We may include a separate charge for any applicable sales, use, value-added, or excise taxes, and any other similar taxes, duties or charges of any kind, other than taxes on Interplay Learning’s income, imposed by any federal, state, or local governmental entity on any amounts payable by you under these Terms of Use. We will remit taxes collected, if any, to the appropriate taxing authority.
    1. Personal License and Personal Renewal. BY REGISTERING FOR, SUBSCRIBING TO, OR PURCHASING A PERSONAL PLAN AND PROVIDING BILLING INFORMATION DURING CHECKOUT, YOU GRANT US AND OUR AUTHORIZED THIRD-PARTY PAYMENT PROCESSOR(S) THE RIGHT TO PROCESS PAYMENT FOR YOUR PERSONAL LICENSE FEE VIA THE DEBIT CARD, CREDIT CARD, OR PAYPAL® ACCOUNT YOU PROVIDED DURING CHECKOUT OR MAINTAIN ON YOUR ACCOUNT (your “Personal Payment Method”). If you choose to enter into a Renewal Personal Terms, we will process your Personal Renewal on or near the day on which you authorize us to do so. If we are unable to renew your Personal Plan based on inaccurate or outdated Personal Payment Method information, we may suspend or terminate your Personal Plan, in our sole discretion.
    2. Personal Plan Refund Policy. All portions of the Personal License Fee, whether paid monthly or annually, are completely non-refundable. Exceptions for extenuating circumstances may be considered by emailing support@interplaylearning.com; however, we are in no way required to refund you any portion of the Personal License Fee.

4.2 BUSINESS PLANS

  1. Business License(s). If you choose or purchase a Interplay Learning business subscription plan during Checkout or in a separate Interplay Learning-provided sales order (each, a “Sales Order”), which includes any of the business plan offerings set forth on the Plan Page (each, a “Business Plan”), Interplay Learning grants you a non-exclusive, non-transferable license (“Business License”) to use the Site for the subscription term length set forth during Checkout or a Sales Order (the “Initial Business Term”) in strict accordance with these Terms of Use. Any renewal of the Initial Business Term (or a Renewal Business Term), whether such renewal occurs by way of your Automatic Business Renewal, Checkout, a renewal Sales Order, or otherwise, shall be deemed a “Renewal Business Term”, and together with the Initial Business Term, the “Business Term”, as applicable.
  2. Individual Business Subscriptions. The Business License allows a specific number of your employees or affiliate employees to register as Interplay Learning users (each, a “Business User”) and receive access to the Site by way of your Business License. Each Business User must be designated by the business purchasing the Business License or by such business’s designated Plan Manager, after which each Business User will be provisioned unique Account Information to register for a Interplay Learning account and receive access to use the Site through an individual single-use business subscription (an “Individual Business Subscription”). Each Individual Business Subscription is to be used solely by the named Business User and for the internal purposes of the business provisioning the Business License. Each Individual Business Subscription may not be shared amongst Business Users nor may it be shared amongst multiple employees, affiliate employees, contractors, agents, or other individuals
  3. Business License Fee. Interplay Learning’s grant of the Business License is expressly conditioned on timely payment of the then-applicable annual license fee in advance for all Individual Business Subscriptions on or added to your Business Plan in the amount and on the billing frequency set forth during Checkout or in a Sales Order (individually, and collectively, the “Business License Fee”).
    1. Payment by Debit or Credit Cards, PayPal®, or Third Parties. By registering for, subscribing to, or purchasing a Business Plan and providing billing information during Checkout or otherwise, you grant us and our authorized third-party payment processor(s) the right to process payment for your Business License Fee via the debit card, credit card, PayPal® account, third-party payment provider, or reseller you provide, authorize, or maintain on your Business Plan account (individually, and collectively, “Business Payment Method”).
    2. Payment by Invoice. If you choose to be invoiced during Checkout (or choose to have a third-party payment provider or reseller be invoiced on your behalf) rather than using a Business Payment Method, your Business License Fee will be billed as of the effective date of the subscription start date set forth during Checkout or a Sales Order. You hereby agree the Business License Fee is due as of the date of any Interplay Learning invoice, payable within ten (10) days of said date, unless otherwise specifically provided in a Sales Order.
    3. Automatic Business Renewal. BUSINESS LICENSE FEES MAY CHANGE AND WILL RENEW AT THE THEN-APPLICABLE RATE. Unless otherwise set forth in Checkout or a Sales Order, YOU UNDERSTAND AND AGREE THAT AT THE END OF EACH APPLICABLE BUSINESS TERM WE WILL AUTOMATICALLY RENEW YOUR BUSINESS PLAN (INCLUDING ALL INDIVIDUAL BUSINESS SUBSCRIPTIONS ON YOUR BUSINESS PLAN) FOR THE SAME LENGTH OF TERM AND PROCESS YOUR BUSINESS PAYMENT METHOD OR INVOICE FOR PAYMENT OF THE APPLICABLE BUSINESS LICENSE FEE FOR THE RENEWAL BUSINESS TERM AT THE THEN-APPLICABLE PRICE FOR A BUSINESS PLAN. In the event of a material change in the terms of the automatic renewal, we will provide you with notice of the material change and provide information regarding how to cancel your Business Plan in a manner that is capable of being retained by you. All charges are in US Dollars. Any reduction in the applicable Business License Fee (for example, where you reduce the number of Business Users on your account) will take effect in your next Renewal Business Term period following notification. Any increase in the applicable Business License Fee (for example, where you upgrade your package or add additional Business Users) will take effect from the date of notification (so that a pro-rata payment shall be made for the remainder of the Business Term, with the full payment to be made from the beginning of the following Renewal Business Term). By way of example, if you select 10 Individual Business Subscriptions under a 1-year Business Plan during Checkout beginning January 1, 2019, we will process your Business Payment Method or invoice you for the 1-year cost of 10 Individual Business Subscriptions on the date of your Checkout. Your 10 Individual Business Subscriptions will expire on December 31, 2019, and unless you notify us at least 30 days prior to December 31, 2019, we will renew your Business Plan on or around January 1, 2020 for one year and on or around January 1st each year thereafter for 10 Individual Business Subscriptions at the then-applicable price for such subscriptions.
    4. Suspension Because of Nonpayment. If payment is not received within the required time period, or if we are unable to renew your Business Plan based on inaccurate or outdated Business Payment Method information, we may suspend your access to the Site (including all of your Business Users’ access) until payment is received. In the event we suspend your Business Plan because of nonpayment, no additional time will be added to the then-applicable Business Term.
    5. Taxes. The Business License Fee is exclusive of taxes. When processing your Business Payment Method or invoicing, we may include a separate charge for any applicable sales, use, value-added, or excise taxes, and any other similar taxes, duties or charges of any kind, other than taxes on Interplay Learning’s income, imposed by any federal, state, or local governmental entity on any amounts payable by you under these Terms of Use or any Sales Order. We will remit taxes collected, if any, to the appropriate taxing authority.
  4. Additional Subscriptions. As a Business Plan subscription holder, you or your Plan Manager may purchase additional Individual Business Subscriptions during the Initial Business Term or any Renewal Business Term, as applicable. The Business Users’ access to the Site by way of the new subscriptions is conditioned upon timely payment of the applicable Business License Fee for each Individual Business Subscription added, which will be prorated for the number of days remaining in your then-current Business Term and paid by your Business Payment Method on file (or invoice), as selected during Checkout.
  5. Designation of Business Users. As a Business Plan subscription holder (depending on your Plan), you may designate one or more of your employees to act as plan manager(s) (each, a “Plan Manager”) with regard to your Business Plan. Any Plan Manager you authorize will have the ability to purchase Individual Business Subscriptions and assign and authorize them to your Business Users via the Site’s Business Plan administrative functionalities. If your Plan requires it, or if you desire, we can assign and authorize Individual Business Subscriptions after your purchase so long as you provide us with the first name, last name, and email address of the individuals that will be your Business Users entitled to access the Site subject to these Terms of Use. Contact your designated Interplay Learning Sales Representative or sales@interplaylearning.com for more details.
  6. Individual Business Subscription Transfers. You acknowledge and agree that the Individual Business Subscriptions granted under these Terms of Use, via Checkout, and under each Sales Order are specific to the individual Business Users you designate. Except as set forth during Checkout or a Sales Order or in the next sentence, the Individual Business Subscriptions granted under these Terms of Use are not transferable to any other individual for any reason, and you will take all commercially reasonable steps to prevent your Business Users from granting access to the Site to any other individuals. Notwithstanding the foregoing, if one of your employees or affiliate employees registered as an individual Business User ceases to be employed by you or an affiliate prior the expiration of the Business Term, you may notify us by emailing support@interplaylearning.com and (i) request that we de-activate such former employee’s access to use the Site and (ii) designate a replacement employee or affiliate employee as a new Business User for the remainder of the applicable Business Term.
  7. Your Marks. As a Business Plan subscription holder, you agree that we may use your logo and name; provided that such use may be for informational purposes only in marketing efforts, solely for the purpose of identifying you as a customer of Interplay Learning, and for no other purpose.

4.3 Free Trial/Demo subscription plan

Your subscription plan may begin with a free trial (for individuals) (“Free Trial”), or a free or paid demo (for businesses that checkout through a sales-guided process) (“Demo”). The length of your Free Trial or Demo will be set out during Checkout; however, we reserve the right, in our absolute discretion, to determine your eligibility for a Free Trial or Demo, and to withdraw or to modify your Free Trial or Demo at any time without prior notice and with no liability. As a Free Trial or Demo user, you acknowledge and agree that your use and access, and the use and access of your Business Users, of the Site is subject to these Terms of Use.

  1. Free Trial (Individuals). As a Free Trial user, you agree to provide your Personal Payment Method during Checkout before beginning your Free Trial. We will not process your Personal Payment Method for payment of your Personal License Fee during your Free Trial (however you may see an authorization—see Section 4); however, on the first day following the end of your Free Trial we will convert your Free Trial into a paid Personal Plan and process your Personal Payment Method for your Personal License Fee on the billing frequency chosen during Checkout, which will also place your account from that date forward into Automatic Personal Renewal practices. By providing your Personal Payment Method details in conjunction with your Free Trial registration, you agree to these charges and practices. If you do not wish to be charged, you must cancel your Free Trial before the end of your Free Trial; and upon cancellation of your Free Trial your access to the Site will terminate immediately.
  2. Demo (larger number of Business Users). A Demo is provisioned through a sales-guided Checkout only, which may or may not include an applicable license fee for the Demo depending on the scope, features, and number of Business Users on your Demo. Unless otherwise set forth during Checkout or a Sales Order, at the end of your Demo we will not automatically convert your account into a paid Business Plan. However, at the end of your Demo, in order for you and your Business Users to continue using and accessing the Site, you must convert your Demo into a paid Business Plan and pay the applicable Business License Fee. You agree that you and your Business Users’ use of the Site during the Demo is governed by these Terms of Use.

5. PROPRIETARY MATERIALS

(a) Use of Interplay Learning’s Proprietary Materials. The Site contains copyrighted materials, trademarks, proprietary and confidential information, and intellectual property of Interplay Learning and licensors of Interplay Learning (collectively, “Proprietary Materials”), including without limitation source code, video, text, software, photos, graphics, images, music, and sound. You agree not to modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Materials. Proprietary Materials may only be accessed through the Site, and not by or from any other site or means. The applicable License granted you by these Terms of Use is a right of access through the Site only, and does not grant to you any right to download or store any Proprietary Materials in any medium, other than (i) that downloadable content that may be provided for certain training courses, including exercise files, course slides, and sample code, (ii) files that are automatically cached by your web browser for display purposes, and (iii) if we provide desktop, mobile, or other applications for download, a single copy of such application for your computer or mobile device solely for your own, personal use, provided you agree to be bound by an applicable end user license agreement for such application (collectively, the “Authorized Downloadable Materials”). Authorized Downloadable Materials are held by you pursuant to a limited revocable right only, and are subject to all restrictions described herein, including the prohibition on further transfer, sale, creation of derivative works, or exploitation in any manner. 

(b) Reservation of Rights. Interplay Learning reserves all intellectual property rights to the Proprietary Materials, other than as specifically granted under the applicable License granted you under these Terms of Use. No posting, copying, transmission, retransmission, distribution, redistribution, publication, republication, decompilation, disassembling, reverse engineering, or otherwise reproducing, storing, transmitting, modifying, or commercially exploiting any Proprietary Materials in any form or by any means, for any purpose, is permitted without our express written permission.

(c) Interplay Learning Copyright and Marks. The entire Site is © 2017 – 2019 Interplay Learning, Inc.. All Rights Reserved. Complying with all applicable copyright laws is your responsibility. “Interplay Learning” and other Interplay Learning marks and logos are service marks and trademarks of Interplay Learning.

(d) Equitable Relief. You acknowledge that a breach of any proprietary rights described in these Terms of Use may cause us irreparable damage, for which the award of damages would not be adequate compensation. Consequently, you agree that we may institute an action to enjoin you from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and we may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity.

(e) Third-Party Marks. Other trademarks, service marks, and logos used throughout the Site are the trademarks, service marks, or logos of their respective owners. These may include: Apple®, the Apple logo, and iPad, which are trademarks of Apple Inc., registered in the U.S. and other countries; Android®, Google Play® and the Google Play logo, which are trademarks of Google Inc; and PayPal®, which is a registered trademark of PayPal, Inc. 

(f) Violation of Copyright or Intellectual Property Laws. We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our sole discretion, remove or disable access to any materials on the Site that we believe (or are notified) may infringe on the rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or otherwise infringes on your intellectual property rights, please report it to us promptly.

6. MOBILE AND OTHER DEVICES

If you use a mobile device or Interplay Learning-provided mobile application to access the Site, the following additional terms and conditions (“Mobile Terms”) also apply:

  1. You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Site. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status, and details.
  2. You understand that wireless service may not be available in all areas at all times and may be affected by product, software, coverage, or service changes made by your service provider or otherwise. Additional terms and conditions may apply to your use of our mobile applications based on the type of mobile device that you use.
  3. YOUR ACCESS TO OR USE OF THE SITE VIA YOUR MOBILE DEVICE OR INTERPLAY LEARNING- PROVIDED MOBILE APPLICATION CONFIRMS YOUR AGREEMENT TO THESE TERMS OF USE, INCLUDING BUT NOT LIMITING THESE MOBILE TERMS.

7. USER CONTENT AND FEEDBACK

  1. Interactive Features. The Site from time to time may provide you with the ability to upload, post, submit, publish, or transmit to other users or persons (hereinafter, “post”) via online forums, chat capabilities, user discussion groups, blogs, online profiles, or other online forums (“Interactive Features”).
  2. User Content. The Interactive Features are intended to provide you and other users with valuable resources on selected topics. Some, if not most, of the content found on such Interactive Features is provided by third- party users, and not us (such content, “User Content”). The third-party user (including you, if applicable) is solely responsible for the User Content and for complying with applicable laws relating thereto.
    1. All User Content you submit to the Interactive Features (including for inclusion on the Site) or that is otherwise made available to Interplay Learning will be considered non-confidential and non-proprietary, and by so doing, you hereby grant us and our affiliates and service providers, and each other and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
    2. To the extent that you provide any User Content, you represent and warrant that (a) you have all necessary rights, licenses and/or clearances to provide such User Content as provided above, (b) such User Content is accurate and reasonably complete, (c) as between you and Interplay Learning, you are responsible for the payment of third-party fees, if any, related to the provision and use of such User Content, (d) such User Content does not and will not infringe or misappropriate any third- party rights or constitute a fraudulent statement or misrepresentation or unfair business practices, and (e) you agree to comply with all applicable rules regarding online conduct and acceptable content we may post on the Site or Interactive Features from time to time, including those set forth in Section 8 below.
  3. Feedback. We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Site (“Feedback”). You acknowledge and agree that any and all Feedback provided by way of the Site or otherwise will be the sole and exclusive property of Interplay Learning, and you hereby irrevocably assign to Interplay Learning and agree to irrevocably assign to Interplay Learning all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist Interplay Learning to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
  4. Monitoring and Enforcement. We have the right to:
    1. remove or refuse to post any User Content or Feedback for any or no reason in our sole discretion;
    2. take any action with respect to any User Content or Feedback that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content or Feedback violates these Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create risk or liability for Interplay Learning;
    3. disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
    4. take appropriate legal action, including without limitation referral to law enforcement for any illegal or unauthorized use of the Site; and
    5. terminate or suspend your access to all or part of the Site for any violation of these Terms of Use; and

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content, Feedback, or materials on or through the Site. YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.

Notwithstanding anything to the contrary, we have no obligation to review any User Content, Feedback, or materials before they are posted on the Site, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, and we have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section.

8. INTERPLAY LEARNING “DOs” and “DON’Ts”

You acknowledge and agree that the Site contains content and materials that are viewable through online streaming methods and they are not to be downloaded by you (or your Business Users), except under the limited circumstances and for the limited times as permitted by your Plan. In addition, you agree to adhere and abide to the following DOs and DON’Ts.

(a) DOs (User Obligations). You acknowledge and agree that you (and your Business Users) will:

● Comply with all applicable federal, state, local, or international law or regulations (including without limitation any laws regarding copyright, intellectual property, privacy and personal identity, or the export of data or software to and from the U.S. or other countries);

● Provide true and accurate information to us and keep it updated;

● Use the Interactive Features in a respectful manner; and

● Exit from your account at the end of each session or use of the Site.

(b) DON’Ts (Prohibited Conduct). You acknowledge and agree that you (and your Business Users), will not:

● reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, capture, download, save, upload, print, or otherwise transfer or retain information or content available on the Site other than with regard to Authorized Downloadable Materials, subject to the limited permissions set forth herein;

● manually or systematically harvest, scrape, collect or otherwise extract information or data contained on the Site, other than permitted use of Authorized Downloadable Materials or temporary storage of video materials for offline viewing (if permitted by your Plan).

● permit or provide others access to the Site using your Account Information or otherwise, or the Account Information of another authorized user;

● impersonate or attempt to impersonate Interplay Learning, an Interplay Learning employee, another user, or any other person or entity (including without limitation by using e-mail addresses or Account Information associated with any of the foregoing) or provide incorrect or knowingly false information;

● remove or modify any copyright, trademark, legal notices, or other proprietary notations from the Proprietary Materials or any other content available on the Site;

● violate or attempt to violate the Site’s security mechanisms, attempt to gain unauthorized access to the Site or assist others to do so, or otherwise breach the security of the Site or corrupt the Site in any way;

● co-brand or frame the Site or establish a link in such a way as to suggest any form or association, approval, or endorsement on our part, without the prior express written permission of an authorized representative of Interplay Learning;

● use any portion of the Site to aid in transmitting, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, or “spam” or any other similar solicitation;

● post to the Interactive Features or any other portion of the Site any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory, or libelous content;

● use the Site or its contents (including User Content) to recruit, solicit, or contact in any form other users or potential users for employment or contracting for a business not affiliated with us without the prior express written permission of an authorized representative of Interplay Learning;

● use or attempt to use the Site to store or transmit software viruses, worms, time bombs, Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;

● decompile, reverse engineer, or otherwise attempt to obtain the source code of the Site

● engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm us or users of the Site or expose them to liability; and/or

● use the Site in any manner that could disable, overburden, damage, or impair the Site, interfere with any other party’s use of the Site (including their ability to engage in real time activities through the Site), or otherwise attempt to interfere with the proper working of the Site.

● submit any User Content to the Site that contravenes the Anti-Discrimination Policy.

(c) Restricted Use of Site. We reserve the right to monitor use of the Site and to suspend, revoke, deny, disable, or terminate your access or the access of any of your Business Users if you or they have violated any provisions of these Terms of Use (including the DOs and DON’Ts above) or if your or their usage behavior exceeds normal limits, as determined in our sole discretion. The term “normal limits” will be determined solely by Interplay Learning. 

(d) Geographic Restrictions. No Site content or materials may be downloaded or exported

(i) into (or to a resident of) Cuba, Libya, North Korea, Iran, Syria, or any other country subject to an applicable embargo or other trade restriction by any government regulatory agency having jurisdiction, or (ii) by or to any person or entity on the United States Treasury Department’s list of Specially Designated Nationals (SDN) or the United States Commerce Department’s Consolidated Screening List (CSL). By accessing or using the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. Although the Site may be accessible worldwide, we make no representation that the Site is appropriate or available for use in locations outside the United States, and accessing the Site from territories where its contents or materials are illegal, is prohibited. Those who choose to access the Site from other locations do so at their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Site is void where prohibited. 

9. REPRESENTATION, WARRANTIES, AND COVENANTS

(a) Your Representations and Warranties. You represent and warrant that:

(i) You are (i) 18 years of age or older or an emancipated minor, and (ii) are fully able and competent to form a binding contract with Interplay Learning by entering into these Terms of Use.

(ii) You are over the age of 13 as NO portions of the Site are intended for children under 13. If you are under 13 years of age, you may not register for an account or otherwise use the Site;

(iii) You are solely responsible for all service, telephony, data charges, and other fees and costs associated with your access to and use of the Site, including without limitation maintaining all internet, browser software and extensions, computer hardware, telephone, and other equipment required for such access.

(b) Authority. You and Interplay Learning each represent, warrant, and covenant that it has the full power and authority to: (i) enter into an agreement subject to these Terms of Use; (ii) perform its obligations hereunder, and that its performance hereunder does not conflict with, limit, or be contrary to any other agreement; (iii) and that by so doing, it does not violate any applicable laws or any contractual relationship. 

(c) Interplay Learning Intellectual Property. We represent, warrant, and covenant that: (i) we have and will have all rights, titles, licenses, intellectual property, permissions and approvals necessary in connection with our performance under these Terms of Use to grant you the License and rights granted hereunder; and (ii) neither the Site (including the Proprietary Materials), nor the provision or utilization thereof as contemplated under these Terms of Use, will infringe, violate, trespass or in any manner contravene or breach or constitute the unauthorized use or misappropriation of any intellectual property of any third party.

(d) Reliance and Functionality. Interplay Learning does not warrant that the content or functions of the Site will meet your requirements or that the operation of the Site will be uninterrupted or error free. The content and materials presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from or related to any reliance placed on such materials by you, your Business Users, or any other visitor to the Site, or by anyone who may be informed of any of its contents. The Site (including without limitation our blogs and Interactive Features) may include content provided by third parties, including materials provided by other users, bloggers, or third-party licensors, syndicators, aggregators, and reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Interplay Learning, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Interplay Learning. We are not responsible or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

(e) Availability of Site. You recognize that the traffic of data through the Internet may cause delays during your use of or access to the Site, and accordingly, you agree not to hold us liable for delays that are ordinary in the course of Internet use. You further acknowledge and accept that the Site may not be available on a continual 24- hour basis due to such delays, delays caused by our upgrading, modification, or standard maintenance of the Site, or any other delays outside of our control.

(f) Third-party services, links, SSO, OAuth, etc. If any portion of the Site contains services (e.g., discussion forums), links, resources, or materials provided by third parties, including without limitation URL links, discussion forum engines, single-sign on services (SSO), OAuth resources (e.g., Facebook, GitHub, LinkedIn, etc.), or capabilities to share to social media websites, these are provided for your convenience only. This may include links contained on courses or in advertisements, including banner advertisements and sponsored links on the Site. We have no control over the contents, software, or privacy practices of these third-party services, links, resources, or materials, and accept no responsibility for them or for any loss or damage that may arise from your use of them—if you access or use them, you do so entirely at your own risk. 

10. TERMINATION; CANCELLATION POLICY

(a) Interplay Learning’s Rights of Termination. You agree that we may deactivate your account or terminate your Plan if we believe that you have (a) breached these Terms of Use; (b) infringed the intellectual property rights of a third party; (c) posted, uploaded or transmitted unauthorized User Content; or (d) violated or acted inconsistently with these Terms of Use, our Privacy Policy, the Mobile Terms, or any other applicable code of conduct. You agree that any such deactivation or termination for the foregoing reasons may be effected without prior notice to you and that Interplay Learning will not be liable to you or any third party for any deactivation of your account or termination of your Plan.

(b) Personal Plan Cancellation. Your Personal Plan may be cancelled at any time via your user account settings page, by emailing support@interplaylearning.com. If you cancel your Personal Plan, your Personal Plan will remain active to the end of your then-current Personal Term to the extent your Personal License Fee is paid and these Terms of Use will continue in effect and will govern such Personal Term until its expiration or earlier termination for cause. If you are dissatisfied for any reason with your Personal Plan subscription, your sole right and exclusive remedy is to terminate your Personal Plan. Other than as set forth herein, we will not offer refunds on any fees or charges related to your Personal Plan—this includes any partially used or unused periods for which you have already paid. Your obligation to pay fees continues through the end of the subscription term during which you cancel your Personal Plan.

(c) Business Plan Termination.

(i) For Cause. Either the business that purchased the Business Plan or Interplay Learning may terminate the Business Plan or any Sales Order prior to its expiration if the other party breaches these Terms of Use or a Sales Order and fails to cure said breach within thirty (30) days after receipt of written notice thereof. Except for instances arising from Interplay Learning’s uncured breach, all fees or charges related to your Business Plan are non-refundable and all unpaid fees are due and payable immediately upon termination.

(ii) For Convenience. A Business Plan may be terminated for convenience by sending written notice (see Section 15(e)) to Interplay Learning at least thirty (30) days prior to the expiration of the then-current Business Term; however, in the event of any termination for convenience all portions of the Business License Fee are completely non-refundable. With respect to any Business Term still in effect as of the date of such termination for convenience, and upon your request, your Business Plan will remain active to the end of your then-current Business Term to the extent your Business License Fee has been paid; provided that these Terms of Use will continue in effect and govern such Business Term until its expiration or earlier termination for cause.

(d) You acknowledge and agree that Interplay Learning may retain and store your information on Interplay Learning’s systems for archival purposes notwithstanding any termination or cancellation of your account or Plan.

11. INDEMNIFICATION

(a) Indemnification. You agree to defend, indemnify and hold harmless Interplay Learning, its directors, employees, licensors, independent contractors, providers, subsidiaries, and affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns (each, a “Interplay Learning Indemnitee”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) (hereinafter, “Claims”) arising out of or relating to: (i) your violation of these Terms of Use or the Mobile Terms; (ii) your User Content or Feedback posted to the Site; (iii) any use by you of the Site’s material, content, services, or products other than as expressly authorized in these Terms of Use; or (iv) your use of any information obtained from the Site.

(b) Indemnification Procedure. You agree to cooperate as fully as reasonably required in the defense of any Claims, including asserting any available defenses. We reserve the right, at our own expense, to assume the exclusive defense and control of any Claims or matter otherwise subject to indemnification by you and you may not in any event settle any Claims without our prior written consent.

12. NO WARRANTY; LIMITATIONS ON LIABILITY

  1. No Warranty. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. NEITHER INTERPLAY LEARNING NOR ANY PERSON OR ENTITY ASSOCIATED WITH INTERPLAY LEARNING MAKES ANY PROMISE, WARRANTY, OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER INTERPLAY LEARNING NOR ANY PERSON OR ENTITY ASSOCIATED WITH INTERPLAY LEARNING PROMISES, REPRESENTS OR WARRANTS THAT THE SITE OR CONTENT OBTAINED THROUGH THE SITE OR ANY PORTION THEREOF WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ITS CONTENT OR MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. INTERPLAY LEARNING HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
  2. Limitation on Liability. IN NO EVENT WILL INTERPLAY LEARNING, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU, ANY OF YOUR AFFILIATES OR BUSINESS USERS, OR ANY THIRD PARTY WITH RESPECT TO THE SITE OR THE SUBJECT MATTER OF THESE TERMS OF USE UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF FORESEEABLE, FOR: (i) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF THE AMOUNT YOU HAVE PAID TO INTERPLAY LEARNING FOR THE SITE IN THE ONE (1) YEAR IMMEDIATELY PRIOR TO LIABILITY ARISING; (ii) PERSONAL INJURY; (iii) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, OR LOSS OF GOODWILL; (iv) DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (v) ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (vi) ANY ACTIONS OF, OR SERVICES PROVIDED BY, THIRD-PARTY SERVICE PROVIDERS OR INDEPENDENT CONTRACTORS (INCLUDING MENTORS) PROVIDING SERVICES ON BEHALF OF INTERPLAY LEARNING OR VIA THE SITE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. VIRTUAL REALITY WAIVER AND RELEASE OF LIABILITY

(a) Some of our training simulations offered through the Site may be accessible using virtual reality (“VR”) headsets. While we hope that training using our VR simulations will improve your training experience, for some individuals under certain circumstances, training using a VR simulation or using a VR headset can, potentially, have harmful effects on your health or safety. We ask that you understand the inherent risks of using VR equipment, assess your vulnerability to those risks, and either choose not to use VR equipment in accessing our training simulations or waive Interplay Learnings liability for injury or sickness that results from those inherent risks. Please read through the following information carefully before you decide to use our training simulations using a VR headset. Please ask us if any of the information is unclear to you. You must review and agree to the waiver and release contained in this Section 13 before you are authorized to access or use the Site using VR equipment.

(b) HEALTH AND SAFETY PRECAUTIONS: IMPORTANT INFORMATION. Read the following warnings before accessing or using the Site using VR equipment. If you believe any of these precautions apply to you, please read the detailed information following this paragraph. Failing to do so may cause injury, illness, or even death. If you or family members have had seizures, epilepsy, or blackouts, you may be vulnerable to photosensitive seizures that the videos such as those that play during the use of the Site using VR equipment may trigger. Please read the detailed information on photosensitive seizures on the following page to determine whether to use the Site using VR equipment. If you experience persistent or recurring discomfort, pain, throbbing, aching, tingling, numbness, burning sensation, or stiffness during or after use of the Site using VR equipment, you may be experiencing musculoskeletal disorders or repetitive motion injuries and should IMMEDIATELY CEASE USE OF THE SIMULATOR AND SEE A DOCTOR. Using the Site using VR equipment or using a virtual reality headset may trigger motion sickness or “sim sickness” in some individuals due to the difference in the field of vision and focus points between the real world and the virtual world. Cease use if you experience disorientation or motion sickness.

(c) RELEASE AND WAIVER. YOU HEREBY RELEASE, DISCHARGE AND COVENANT NOT TO SUE INTERPLAY LEARNING, any directors, officers, agents and employees of INTERPLAY LEARNING (all for the purposes herein referred to as Releasees), FROM ALL LIABILITY TO YOU, your personal representatives, assigns, heirs, and next of kin, FOR ANY AND ALL CLAIMS, DEMANDS, LOSSES, OR DAMAGES ON ACCOUNT OF ANY INJURY TO YOU, INCLUDING BUT NOT LIMITED TO DEATH, CAUSED OR ALLEGED TO BE CAUSED IN WHOLE OR IN PART BY THE INHERENT RISKS OF THE USE OF INTERPLAY LEARNING’S SITE USING VR EQUIPMENT OR FACILITIES. If despite this release, you, or anyone on your behalf, makes a claim against any of the “Releasees” named above, YOU AGREE TO INDEMNIFY AND SAVE AND HOLD HARMLESS THE “RELEASEES” and each of them from ANY LITIGATION EXPENSES, ATTORNEYS FEES, LOSS, LIABILITY, DAMAGE, OR COST THEY MAY INCUR DUE TO THE CLAIM MADE AGAINST ANY OF THE “RELEASEES” NAMED ABOVE, FOR ANYTHING OTHER THAN THE GROSS NEGLIGENCE, RECKLESSNESS, OR INTENTIONAL MALFEASANCE OF THE RELEASEES. YOU AGREE, and, as a condition of being allowed to use the Interplay Learning Site using VR equipment and facilities, warrant that you are comfortable in and around VR simulations and VR equipment and that you are in good physical health. In particular, you warrant that you have none of the medical conditions indicated in the Health and Safety Precautions that would be adversely affected by your use of INTERPLAY LEARNING equipment and facilities. You also warrant that you are not pregnant, and if so you agree to waive and release all liability of Interplay Learning and all released parties from any complications to you or your unborn child. INTERPLAY LEARNING RECOMMENDS THAT ANY USER, WITH ANY MEDICAL CONDITION OR WHO IS OR MAY BE PREGNANT, SHOULD CONSULT WITH HIS OR HER PHYSICIAN, PRIOR TO USING A VR HEADSET OR OTHER VR EQUIPMENT. BY AGREEING TO THIS WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE RISKS INHERENT IN THE USE OF VR HEADSETS AND/OR OTHER VR EQUIPMENT AND FACILITIES AND ARE VOLUNTARILY ASSUMING THE RISKS INHERENT IN THE USE OF SUCH VR HEADSETS AND/OR OTHER VR EQUIPMENT. YOU ACKNOWLEDGE THAT INTERPLAY LEARNING ASSUMES NO LIABILITY FOR ILLNESS OR INJURY RESULTING FROM THE INHERENT RISKS OF USE OF VR HEADSETS AND/OR OTHER VR EQUIPMENT. YOU ALSO ACKNOWLEDGE THAT YOU HAVE HAD ADEQUATE TIME TO READ THIS DOCUMENT AND TO DECIDE WHETHER TO USE THE SITE A VIA VR HEADSET AND/OR OTHER VR EQUIPMENT. YOU HAVE READ THE RELEASE AND WAIVER OF LIABILITY, ASSUMPTION OF RISK AND INDEMNITY CONTAINED IN THIS SECTION 13; YOU FULLY UNDERSTAND ITS TERMS; YOU ARE OF LAWFUL AGE AND ARE LEGALLY COMPETENT TO SIGN OR ACCEPT THESE TERMS; YOU UNDERSTAND THAT YOU HAVE GIVEN UP SUBSTANTIAL RIGHTS BY ACCEPTING IT; YOU UNDERSTAND THAT THE TERMS HEREIN ARE CONTRACTUAL AND NOT A MERE RECITAL; YOU HAVE ACCEPTED THESE TERMS OF USE FREELY AND VOLUNTARILY WITHOUT ANY INDUCEMENT, ASSURANCE, OR GUARANTEE BEING MADE TO US; AND IF YOU HAVE ANY DOUBTS CONCERNING THE CONTENTS OF THIS SECTION 13, YOU WILL CONSULT AN ATTORNEY BEFORE AGREEING TO IT. 

(d) WARNING – PHOTOSENSITIVE SEIZURES. A very small percentage of people may have seizures or blackouts when exposed to certain visual images, such as light flashes or patterns that may appear in videos. This may occur while they are watching videos such as those that play during the use of the Site using VR equipment. Even if they have never had a seizure or epilepsy before, some people may have an undiagnosed condition that can cause these “photosensitive epileptic seizures” while watching the video that is part of the Site. These seizures may have a variety of symptoms, including lightheadedness, altered vision, eye or face twitching, jerking or shaking of arms or legs, disorientation, confusion or momentary loss of awareness. Seizures may also cause loss of consciousness or convulsions that can lead to injury from falling down or striking nearby objects. Immediately stop using the Site with VR equipment and consult a doctor if you experience any of these symptoms. Anyone who has had a seizure, loss of awareness, or other symptom linked to an epileptic condition, or has a relative with a history of seizures or epilepsy, should consult a doctor before using the Site with VR equipment. 

(e) WARNING – MOTION SICKNESS. Videos like those that play during the use of the Site with VR equipment can cause motion sickness in some players. If the user of a VR headset moves his or her head, that motion might not register as accurately or quickly as necessary inside the virtual environment, and any discrepancy between what the user sees and feels could lead to motion sickness. If you feel dizzy or nauseous when using the Site with VR equipment, stop using the the Site with VR equipment and rest. Do not drive or engage in other demanding activity until you feel better. Some users have noted sustained visual effects after long use of VR headsets.

14. CHANGES TO TERMS OR THE SITE

(a) Changes to these Terms. For as long as we continue to offer the services through the Site, we will deliver, update, improve and expand such services and the Site as we deem appropriate. As a result, we allow you to access the Site as it is and as available on any day, and we have no other obligations, except as expressly stated in these Terms of Use. We reserve the right to change or modify these Terms of Use, our Privacy Policy, the Mobile Terms, or any documents, policies, or terms they incorporate by reference in our sole discretion and at any time. Any such change or modification will be effective immediately upon posting to the Site; however, any changes to Section 15(c) (Governing Law and Jurisdiction) will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Site. We will take reasonable steps to notify you of any changes or modifications, but you agree to review the Site periodically to be aware of any changes or modifications.

Notwithstanding anything to the contrary, your continued use of the Site and any other Interplay Learning-provided services will be deemed your conclusive acceptance of all such changed or modified terms and conditions.

(b) Changes to the Site. Interplay Learning may at any time, without notice or liability, change or eliminate any content or feature of the Site or any portion thereof, or restrict the use of any portion of the Site. Your only right with respect to any dissatisfaction with any service-related change or elimination is to cease use of the Site. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any reason.

15. GENERAL

(a) Non-Waiver. Failure by Interplay Learning to enforce any provision(s) of these Terms of Use will not be construed as a waiver of any provision or right. 

(b) Severability. If any provision of these Terms of Use is found to be illegal, void, or unenforceable, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions of these Terms of Use.

(c) Governing Law and Jurisdiction. These Terms of Use are governed by and will be construed in accordance with the laws of the State of Texas, without reference to (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties, (ii) the United Nations Convention on Contracts for the International Sale of Goods, or (iii) other international laws.

(d) Dispute Resolution. Should any dispute arise with regard to these Terms of Use, the parties agree to first work in good faith to resolve such dispute, and neither party may commence any action with regard to such dispute until thirty (30) days have passed from the time such party has provided written notice to the other party of the nature of such dispute, provided that nothing herein will prevent us from seeking injunctive relief in the event of your actual or threatened breach of any terms of these Terms of Use.

(e) Notice. Any notice which may be required to be given under these Terms of Use, will be given: (i) by Interplay Learning to you via e-mail to the e-mail address you maintain in your account settings or by notifying you electronically by displaying the notice in the Site; (ii) by you to us in any commercially reasonable manner, including certified mail, return receipt requested, e-mail, or any other customary means of communication at the applicable mailing address set forth below, as may be updated from time to time. Any notice given otherwise than in accordance with this Section will be deemed ineffective.

Interplay Learning, Inc.
3500 Jefferson St. #206
Austin, Texas 78731
Attn: CEO
Email: support@interplaylearning.com

All other feedback, comments, requests for technical support, or other communications relating to the Site should be directed to the Interplay Learning support team by emailing support@interplaylearning.com.

(f) No Agency. Nothing in these Terms of Use will be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor, or employee of the other. Neither Interplay Learning nor any other party to these Terms of Use has, or may hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that is binding on the other, except as provided for herein or authorized in writing by the party to be bound.

(g) Assignment. We may freely transfer or assign any portion of our rights or delegate our obligations under these Terms of Use. You may not assign or otherwise transfer your rights, obligations, or duties under these Terms of Use, in whole or in part, without our prior written consent, in our sole discretion. Any attempted transfer or assignment of these Terms of Use without the prior written consent of Interplay Learning will be null and void ab initio. These Terms of Use will be binding upon and will inure to the benefit of the permitted successors and assigns of each party to these Terms of Use.

(h) Miscellaneous. These Terms of Use (including the Mobile Terms), and our Privacy Policy, together with each Sales Order, as applicable, constitute the sole and entire agreement between you and Interplay Learning with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site. The section titles used herein are displayed for convenience only and have no legal effect. Nothing in these Terms of Use confers any third-party beneficiary rights or remedies. The inclusion of your purchase order number on any Sales Order, invoice, or other Interplay Learning-provided document is for reference purposes only and is not an acceptance by Interplay Learning of your terms or conditions contained therein or elsewhere. The terms on any such purchase order or similar document submitted by you to Interplay Learning will have no effect and are hereby rejected. If any dispute should arise between the parties hereto regarding the terms or subject matter of these Terms of Use or the enforcement or breach of such terms, then the party prevailing in such dispute, whether by out-of-court settlement or final judicial determination, will be entitled to recover from the non-prevailing party all costs and expenses of such dispute incurred by such prevailing party, including without limitation reasonable attorneys’ fees.

 

[END OF TERMS OF USE]

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