Terms and Conditions

Welcome to Skooltopia!

It is our goal to make your experience here an enjoyable one. In order to do so, we ask that you please review the following Terms of Service.

The following Terms and Conditions (the "Agreement") form a binding agreement between You and us. Please review the following terms carefully. By using the Site, you are agreeing to these terms, and these terms will govern your use of the Site. If you do not agree to these terms, you must cease use of the Site. The terms "Skooltopia" or "us" or "we" or "our" refers to Skooltopia, Inc. the owner and operator of the Site. The term "You" refers to the person accessing or using the Site, or the company or organization on behalf of which that person accesses the Site.

We may amend this Agreement at any time by posting the revised terms on the Site. We may terminate this Agreement at any time by suspending or terminating access to the Site and/or Services and/or notifying you. Your continued use of the Site or Services after we have posted revised terms signifies your acceptance of such revised terms. No amendment to or modification of this Agreement will be binding unless in writing and signed by our duly authorized representative or posted to the site by our duly authorized representative.

Please read the following Terms and Conditions ("Terms of Service") carefully. These Terms of Service govern your access to and use of the Site, including any content, information, products or Services therein. This is a legal agreement between you and Skooltopia and applies to you whether you are a registered user of the Site ("Member") or a non-registered user just browsing (collectively "Skooltopia Users").

Binding Arbitration

ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE (“CLAIM”) ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED BELOW.

Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the San Diego, California office of JAMS (“JAMS”), in accordance with its then-existing Comprehensive Arbitration Rules & Procedures. The Arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering or punitive or indirect, incidental or consequential damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator. Within fifteen (15) calendar days after conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction.

By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence.

Our Services

Skooltopia is an online community marketplace (the “Community”) where you can connect with people in a community who are seeking or providing useful products or services. We connect buyers with sellers. As a buyer, when you place an order on Skooltopia you enter into a transaction with the seller. A transaction is created when a buyer has completed the checkout process on Skooltopia. Listings may include but are not exclusive to: authentic goods and personal services.

In addition to buying and selling, Skooltopia enables you to tell others about what you like, and discover what your friends enjoy, all in one place (collectively, the "Services"), through our website located at www.skooltopia.com (the "Site" or “Skooltopia”).

Through the Service, Skooltopia provides a fundraising platform for schools and non-profit organizations which may require registration by the non-profit organization on the site. This program is a means of fundraising for non-profit organizations. If you are registering on behalf of a non-profit organization on the Site or for the donation program, you represent and warrant to us that (a) you have provided true, accurate, current and complete information about yourself and the non-profit organization you are registering, (b) you have the authority to register the non-profit organization, and (c) you have the authority and legal right to enter into this Agreement on behalf of the non-profit organization

We will remit to each Fundraising Organization its share of proceeds in accordance with applicable laws. Fundraising Organizations may use their share of proceeds as they deem appropriate. If there are any Rejected Payments (as defined below), we will instead remit the amount of each Rejected Payment to the school associated with the vendor in the transaction. As used above, “Rejected Payment” means a payment that we have attempted to remit to a Fundraising Organization as provided above, where: (i) the Fundraising Organization rejects the payment (which rejection right, if any, will expire upon the Fundraising Organization’s cashing of our check or other acceptance of the payment); or (ii) the Fundraising Organization does not cash the check for such payment within ninety days after we mail the check to the Fundraising Organization and we accordingly cancel the check; or (iii) we are unable to remit the payment to the Fundraising Organization due to the Fundraising Organization’s failure to provide us with complete, accurate and up-to-date payee information (such as taxpayer ID, payment address, etc.) within ninety days of our requesting such information using the Fundraising Organization’s most recent contact information in our records. Each Fundraising Organization is an intended third-party beneficiary of our payment obligations set forth in the preceding paragraphs.

Skooltopia acts independent of any school or non-profit organization. The content on Skooltopia is neither endorsed nor managed in any way by any non-profit, school or outside organization. The business conducted on the site is between the buyer and the seller.

You understand that the Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Skooltopia is not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the Site or the Service will be operable at all times. Skooltopia reserves the right to modify, change, upgrade, limit, interrupt, suspend or discontinue the Service, any features under the Service or any of its applications or functionalities at any time, either temporarily or permanently, at its sole discretion, without any prior notice whatsoever. Skooltopia may also choose to introduce new features, functionalities or applications to the Service or to future versions of the Service. All changes to the Service shall be governed by this Agreement unless otherwise stated by Skooltopia. Skooltopia and the Skooltopia Representatives shall not be liable for any such limitations, modifications, interruptions, suspensions or discontinuance, or any purported losses, harm or damages arising from or related thereto.

Skooltopia may offer the Service or any feature of the Service over mobile phones, smart phones and/or mobile devices. Representatives shall not be liable for any interference the Skooltopia mobile applications may have with any other application you may have on your mobile phone, smart phone or mobile device.

By using or even just visiting Skooltopia, you acknowledge your acceptance of both the Terms of Service as well as the terms and conditions of our Privacy Policy, published at www.skooltopia.com/privacypolicy and incorporated in these Terms of Service by reference. If you do not agree to all of these terms or conditions then you may not use Skooltopia.
Skooltopia may contain links to other websites. Please be aware that we are not responsible for the practices, privacy policies or the content of such third-party websites. We encourage our users to read the terms of service and privacy statements of each and every website they visit. The ability to access information of third-parties from Skooltopia, or links to other websites or locations, is for your convenience and does not signify our endorsement of such third-parties, their products, their services, other websites, locations or their content. By using Skooltopia you expressly relieve us from any and all liability arising from your use of any third party website.

You are permitted to use Skooltopia, only if You: (1) Represent that you are able to form a binding contract in your jurisdiction; (2) Comply with our Terms of Service; (3) Will not copy or distribute any part of Skooltopia in any medium without Skooltopia's prior written authorization except as permitted through Skooltopia's functionality and under these Terms of Service; (4) Do not change any part of Skooltopia other than in ways that may be reasonably necessary for you to use Skooltopia for its intended purposes; (5) Provide accurate and complete information when creating an account; (6) Acknowledge you are solely responsible for the activity that occurs while signed in to or while using Skooltopia; (7) Don't collect any personally identifiable information, including full names, physical addresses or e-mail addresses, for commercial purposes; (8) Acknowledge your sole responsibility for your content submissions, including discussion posts, profile information and links, pictures, and other such content; (9) Affirm that you own or have the necessary licenses, rights, permissions, and consent to use and authorize Skooltopia to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all submissions to enable inclusion and use of the submissions across Skooltopia; (10) Grant each Skooltopia user, whether using Skooltopia or an application developed via a third-party developer, a non-exclusive license to access your submissions through Skooltopia and to use, reproduce, distribute, prepare derivative works of, display and perform such submissions as permitted through Skooltopia's functionality and under these Terms of Service; (11) Will not submit material that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such materials to Skooltopia; and (12) Affirm we have the right to determine whether any of your submissions are appropriate and complies with these Terms of Service, remove any and/or all of your submissions, and terminate your account with or without prior notice.

Your Account and Skooltopia Profile

You will need to register by creating an account with us in order to publish Content on the Site or to purchase on the Site.
As part of this process, you may select a unique User ID and a unique Password. Each person, organization or entity that completes this process is considered to be a “Registered User” of the Site. An account (“Account”) is established for each Registered User. A Registered User may not share, sell, transfer, assign or otherwise permit the use of its Account in any way, and with respect to Users who are an organization or entity, its Account may be used by the authorized person(s) within such organization or entity but not by any other person outside of the User’s organization or entity. Each Registered User is solely responsible for maintaining the confidentiality of his, her or its User ID and Password and for all activities that occur under his, her or its User ID, Password and Account. If you choose to create an account or Skooltopia profile with us, you agree to provide only accurate, complete registration information, and that you will keep that information up-to-date if it changes. Access to the Site is not authorized by any other person or entity using your registration information and you are responsible for preventing such unauthorized use. You must understand that Skooltopia relies on User IDs to know whether users accessing the Site and using our Services are authorized to do so. Please notify us immediately if you become aware that your User ID is being used without authorization. Individuals and entities who access the Site or use the Services and have previously been terminated by Skooltopia may not register for an account, nor may you designate any of those individuals to use your account on your behalf.

Throughout this Agreement, the term “User(s)” includes both “Registered User(s)” and non-registered User(s). Registered Users must be at least thirteen (13) years old.

If the Registered User is an organization or entity, by completing the registration process the person completing the process represents that (a) he or she has the legal authority to bind the organization or entity to this Agreement; and (b) all information submitted during the registration process is accurate, true, current and complete.

If the Registered User is non-profit organization to which donations are tax deductible, by completing the registration process, the User represents that (a) he or she has the legal authority to bind the entity to this Agreement; (b) all information submitted during the registration process is accurate, true, current and complete; and (c) the Registered User is a 501(c)(3) tax-exempt entity or is otherwise a qualified organization to which donations are tax deductible.

A Registered User may not sell, give away, assign or otherwise transfer an Account, User ID or Password to any third party under any circumstances.

Skooltopia reserves the right to refuse to issue an Account to any potential User, for any reason whatsoever.

You acknowledge that sharing your Account with other persons, or allowing multiple Users outside of your organization or entity, if applicable, to use your Account, can cause irreparable harm to Skooltopia. You therefore agree to indemnify Skooltopia and its affiliates, successors, employees, agents, representatives, officers, directors, shareholders, licensors, service providers, suppliers and assigns (the “Skooltopia Representatives”) against any loss or damages (including but not limited to loss of profits) suffered by Skooltopia or the Skooltopia Representative as a result of such sharing or multiple use of an Account. If you learn of any unauthorized use of your Account, User ID, Password or other security breach you agree to immediately notify Skooltopia. You hereby agree that Skooltopia and the Skooltopia Representatives shall not be held liable for any loss or damages arising from your failure or the failure of any User to comply with these terms.

Rules Regarding Information and Other Content

When you use the Site, you can publish and obtain access to various kinds of information and materials, all of which we call “Content.” Content also includes information and materials posted to the Site by you. You agree not to revise Content posted by others, and you agree not to post or use any Content in any manner that violates our Marketplace Rules located at http://www.Skooltopia.com/marketplace, including, but not limited to Content which:
• Infringes upon or violates any third party’s rights, including but not limited to copyright, patent, trademark, trade secrets, intellectual property or any other personal, proprietary or legitimate rights
• Violates the privacy, publicity, or other rights of third parties
• Is fraudulent, unlawful, defamatory, discriminatory, libelous, pornographic, obscene, abusive, threatening, invades another person’s privacy, harassing, pornographic, hateful, obscene, harms minors in any way or encourages conduct that would be considered a criminal offense.
• Violates any law, statute, ordinance or regulation or is otherwise illegal, involves illegal items, or is meant for illegal purposes – including illegal drugs or controlled substances, prostitution, pirated software, pirated DVD or videos, counterfeit or stolen items, or items whose sales and/or marketing is prohibited by law;
• Facilitates the creation, advertising, distribution, provision or receipt of illegal goods or services;
• Violates the Fair Housing Act;
• Violates federal, state or local employment laws or statutes, including equal employment opportunity and anti-discrimination laws or statutes;
• Gives rise to civil liability, violates any law, or is otherwise inappropriate, as determined by Skooltopia in its sole discretion
• Promotes discrimination based on age, race, gender, religion, nationality, ethnicity, disability or sexual orientation;
• Impersonates any person or entity or misrepresents the User’s affiliation with any person or entity;
• Is posted in an area of the Site that is not designated for Content of that type.
• Is deceptive, false, misleading or inaccurate; or could damage our company, parent company, sister companies, affiliates, advertisers, or other parties in any way.

Though we strive to enforce these rules with all of our users, you may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive. You use the Site and Services at your own risk. We may, but are not obligated to, terminate user accounts and/or remove Content from the Site if we determine or suspect that those accounts or Content violate the terms of this Agreement or the applicable agreement with the offending user(s). We take no responsibility for your exposure to Content on the Site whether it violates our content policies or not.
Skooltopia encourages positive feedback. If you find any content on the site that you determine to be inappropriate, please advise us.
If you provide feedback to us, we may use and disclose such feedback for any purpose, in accordance with these Terms of Service and our Privacy Policy. You agree that any such comments and any email we receive becomes our property. We may use feedback for marketing purposes or to add to or modify our services without paying any royalties or other compensation to you.

Moderation

Skooltopia has the right, but not the obligation, to regulate Content posted to, stored on or transmitted using the Site by any User (or any third party in any manner).

Skooltopia has the right, but not the obligation, to regulate conduct (including but not limited to any authorized or unauthorized access to or use of the Site) by any User (or any other third party in any manner).

Skooltopia has the right, but not the obligation, to enforce this Agreement for any reason and in any manner or by any means that Skooltopia, in its sole discretion, deems necessary or appropriate.

Skooltopia may, in its sole discretion and without notice, start, stop or modify any regulation or enforcement measures at any time.

Skooltopia’s action or inaction to regulate Content or conduct or to enforce against any potential violation of this Agreement by any User (or any other third party) does not waive Skooltopia’s right to implement or not implement regulation or enforcement measures with respect to any subsequent or similar Content, conduct or potential violation of this Agreement.

Each Registered User is solely responsible for, and shall be held legally liable for, the Content that he, she or it posts on the Site (including on blogs, discussion boards or forums) or communicated through the Site’s communication tools (such as e-mail or chat).

You understand and agree that any action or inaction by Skooltopia or the Skooltopia Representatives to prevent, restrict, redress or regulate Content, or to implement other enforcement measures against any Content, conduct or potential violation of this Agreement is undertaken voluntarily and in good faith, and you expressly agree that neither Skooltopia nor any Skooltopia Representative shall be liable to you, or anyone else, for any action or inaction to prevent, restrict, redress, or regulate Content, or to implement other enforcement measures against any Content, conduct or potential violation of this Agreement.

General Rules of User Conduct

It is our goal to make the use of our Site and Services a good experience for all of our users. By accepting these Terms of Service you agree to follow our Marketplace Rules. You also agree not to do any of the following:
• Be involved with any scheme meant to undermine the integrity of the networks or computer systems used by Skooltopia and/or any User of the Service, attempt to gain unauthorized access to such computer systems or networks, and/or attempt to copy, reproduce, or exploit any of Skooltopia’s proprietary databases, listings or directories;
• Be involved with any scheme meant to defraud other Users of the Site or meant for any other unlawful purpose;
• Take any action that could potentially disrupt the Site’s service, negatively affect other Users’ ability to use the Service or impair the functionality of the Site or the Service;
• Undermine or attempt to undermine the integrity of Skooltopia’s feedback system, such as by posting feedback about you through third parties or by posting unsubstantiated negative feedback for another User;
• Use an email account provided by Skooltopia to send unsolicited or unauthorized email advertisements (including but not limited to “junk mail” or “spam”) or “chain letters” to others;
• Contact anyone who has asked not to be contacted;
• Harass or “stalk” anyone;
• Post an advertisement for the same item or service in more than one category or forum on the Site unless otherwise permitted by Skooltopia.
• Have Content posted on the Site on behalf of you by a third-party agent or service;
• Use any of the forums as a marketing platform, including posting any information relating to trade leads, promotions of your products or your company profile;
• Upload, post or e-mail any Content that contains a complaint regarding the Service or refers to such a complaint on the Site, as any such complaint must be directed to Skooltopia via e-mail at team@Skooltopia.com.
• Collect or store personal data about other Users or post, email or otherwise make available personal data or other identifying information of other Users without that User’s express consent;
• Otherwise do anything that can create any liability for Skooltopia or the Skooltopia Representatives.

User Responsibilities

All Users of the Site have the following responsibilities:

• Each Registered User must (a) provide true, accurate, current and complete information about themselves when completing the Skooltopia registration (and you hereby represent and warrant that such information is true, accurate, current and complete), and (b) immediately inform Skooltopia at skooltopia.com if and when any such information changes.
• You further represent and warrant that you have the authority, required licenses, permissions and the legal right to sell, distribute or offer to sell or distribute the products or services described in the material or information that you post on the Site or provide to Skooltopia or authorize Skooltopia to display.
• You acknowledge that any material downloaded from or otherwise obtained through the use of the Service or the Site is done at your sole discretion and risk. You are solely responsible for any damage that occurs as a result of the download of such material, including but not limited to computer system damage or loss of data.

All Users who are participating as sellers on Skooltopia have the following responsibilities:

• The User shall be solely responsible for setting the price of the advertised items and the percentage to be donated to the designated non-profit or other organization.
• The User agrees that the amount donated to the designated organization(s) shall be calculated as a percentage of the list price.
• The User agrees that the transaction fee charged by Skooltopia shall be calculated on the list price of each item sold on through the Skooltopia marketplace. The amount of the transaction fee shall be paid out of the purchase price after the payment of the donated amount to the designated organization(s).
• The User agrees that (a) the purchase price for each item less the amount of the donated percentage and less the transaction fee shall be paid to the User (b) the funds which are the donated percentage of the purchase price shall be deposited directly into the designated organization(s) account(s) or supplied by check as preferred by the designated organization(s) and (c) the transaction fee charged by Skooltopia shall be deposited directly into Skooltopia’s account.
• The User is solely responsible for any and all tax obligations including sales tax related to the purchased item, due to all taxing authorities arising from or in connection with your participation in the Skooltopia platform.
• The User is solely responsible for delivering the goods or services directly to the buyer in a timely manner and for communicating the status of pending orders with customers.

All Users who are non-profit organizations who receive funds through participation in Skooltopia have the following responsibilities:
• The list price and the donated amount shall be set by the seller participating in the fundraising program, in his, her or its sole discretion. The User understands that the seller may change the items for sale and the percentage of the purchase price which would go to the organization.

The User acknowledges and agrees that Skooltopia shall have no liability or obligation to the organization in connection with the sale of any items or any changes in the items, the purchase price, the donated amount or otherwise.

• The amount from any sales proceeds shall be paid directly to the organization.

• The User acknowledges and agrees that Skooltopia shall be entitled to receive a transaction fee on each item sold in the Skooltopia marketplace.

Transactions between Users

Skooltopia provides Users with access to an Internet-based platform for using the Service, including the ability to exchange information about products and services between sellers and buyers. At Skooltopia we will work extremely hard to make every part of your experience on our site a positive one. Skooltopia does not however represent the buyer or the seller in any sales transactions and does not control and is not liable to or responsible for any aspect of these transactions, including, without limitation, the lawfulness, quality, safety or availability of the products and services offered for sale on the Site or the ability of buyers to complete a purchase or sellers to complete a sale. Skooltopia charges a transaction fee in connection with any sales.

You are solely responsible for your interaction with or reliance on any User, User Content or any conduct of a User. You must perform any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any User, User Content or User conduct. You assume full and sole responsibility for all terms and conditions of transactions or meetings conducted on, through or as a result of use of the Site. This includes but is not limited to terms regarding payment, returns, guarantees, warranties, shipping, insurance, fees, permits, taxes, title, licenses, storage and more.

You fully assume any and all risks, including but not limited to personal safety risks and transaction risks, associated with using the Service, including, without limitation, purchasing or selling goods or services through the Site, and/or meeting other Users through any feature of the Service or conducting transactions or meetings with Users. By accessing and using the Site, you agree that Skooltopia and the Skooltopia Representatives shall not be held liable or responsible for any damages, costs, inconveniences, harm, liabilities, business disruptions or expenditures of any kind or personal injury (including death) that may arise as a result of using the Service or through any connection made through or as a result of the Site.

Transaction cancellation

Sellers agree to complete valid transactions. Sellers agree to communicate with buyers to keep them informed of the status on pending orders and expected delivery times. On occasion, a seller may need to cancel an invalid or void transaction. When applicable, Skooltopia will issue a credit to the seller related to a cancelled transaction. Cancellations must occur within 60 days from the date of purchase. Transaction fees and any donation to an organization are non-refundable unless otherwise approved by Skooltopia. Sellers are encouraged to keep proof of any refunds provided to buyers in the event a dispute arises over a cancellation. 

If a buyer would like to cancel an order, the buyer should contact the seller through the Skooltopia site to request cancellation. Cancellations may be subject to an individual seller’s policies and whether the item has shipped or been delivered.

Indemnification

In addition to the indemnification provisions set forth elsewhere in this Agreement, you agree to indemnify and hold harmless Skooltopia and the Skooltopia Representatives, at your expense, from any and all losses, claims, demands, expenses, damages and liabilities (including reasonable attorney’s fees and legal costs on a full indemnity basis) arising from or related to (a) your use of the Service, including, without limitation, any Content provided by you, any fraudulent or malicious use of the Service or your misuse or abuse of the Service; (b) any violation or breach of any terms and conditions of this Agreement or the rules contained on the Site by you; (c) any issue resulting from the sharing or multiple users of an Account; (d) your violation of applicable laws, rules or regulations in connection with the Services or your violation of the rights of another person or third party; or (e) our use in accordance with this Agreement of any Content posted by you. Furthermore, this indemnification includes the express understanding that Skooltopia is not responsible for and shall have no liability for any material submitted to, posted on, made available through or communicated through the Site by you or other third parties, including fraudulent, misleading, false, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each User.

If you have a dispute or disagreement with another User or any party to a transaction conducted on, through or as a result of the use of the Site, you understand and agree that Skooltopia is under no obligation to become involved. In the event that you have a dispute with one or more other Users or third parties, you hereby release and indemnify Skooltopia and the Skooltopia Representatives from all claims, demands, proceedings, actions, costs, expenses and damages of every kind and nature (including, without limitation, any special, actual, incidental or consequential damages), known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way connected with said transaction, dispute and/or use of the site or Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which says: “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.”

Security

Your security is extremely important to us. Skooltopia will use reasonable efforts to maintain the security and integrity of information you provide to us. However, you acknowledge and agree that Skooltopia cannot fully eliminate security risks and cannot guarantee that unauthorized access to your information will never occur. You agree that you will keep your password for your Skooltopia account confidential and secure, and that you will not share it with others.

You acknowledge and agree that you understand that Skooltopia cannot and does not guarantee your safety or the safety of any other person or third party for your use of the Service or any other User’s use of the Service. You are strongly encouraged to perform any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence on EVERY User you have contact with through the Service or the Site. You are responsible for evaluating every person with whom you may consider doing business with or with who you may decide to interact.

Privacy

Your personal privacy is very important to us. In our Privacy Policy we detail how we collect, use and disclose information and Content. Our Privacy Policy applies to use of the Site and the Service and forms part of our agreement with You and is incorporated in this Agreement by reference. For full details, please refer to our Privacy Policy at www.skooltopia.com/privacypolicy. However, by using the Service or the Site, you acknowledge and agree that Internet transmissions are never completely private or secure.

Optional Services

We may also allow access to, or advertise, certain third parties from which you may purchase certain goods or services from these third parties ("Partners"). You understand that we do not operate or control the products or services offered by Partners. Partners are responsible for all aspects of order processing, fulfillment, billing and customer service related to the products and services they offer. We are not a party to the transactions entered into between you and Partners. Partners and other advertisers are also responsible for ensuring that advertisements and other materials submitted for inclusion on the Site are accurate and comply with applicable laws.

Termination

We may change or discontinue the Site or any of the Services at any time without prior notice. We reserve the right to terminate this Agreement at our election and for any reason, without prior notice, and this Agreement will automatically terminate in the event that you violate any of the terms and conditions set forth below. In the event of any termination, you will immediately cease access to the Site and Services.
Skooltopia may remove, discard or edit any Content posted on the Site for any reason. Skooltopia and the Skooltopia Representatives shall not be liable to any User or any third party for any damages caused by such termination.

Disclaimers of Warranty

You agree that your use of Skooltopia shall be at your sole risk. TO THE FULLEST EXTENT PERMITTED BY LAW, SKOOLTOPIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF AND ACCESS IS PROVIDED ON AN “AS IS” BASIS. SKOOLTOPIA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA SKOOLTOPIA. SKOOLTOPIA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH SKOOLTOPIA OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SKOOLTOPIA WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES.

Limitations of Liability

YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT SHALL SKOOLTOPIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF SKOOLTOPIA, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH SKOOLTOPIA BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA SKOOLTOPIA, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT SKOOLTOPIA SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
Skooltopia is controlled and offered by Skooltopia from its facilities in the United States of America and we make no representations that Skooltopia is appropriate or available for use in other locations. Those who access or use Skooltopia from other jurisdictions do so at their own volition and are responsible for compliance with local law.

WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY PARTNERS OR FOR ANY INFORMATION APPEARING ON PARTNER SITES OR ANY OTHER SITE LINKED TO OUR SITE. IN NO EVENT WILL SKOOLTOPIA BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY CANDIDATE.
You indemnify Skooltopia. You agree to defend, indemnify and hold harmless Skooltopia, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to Skooltopia; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of Skooltopia.

Skooltopia reserves the right, but has no obligation, to monitor, or take any action Skooltopia deems appropriate regarding disputes that you may have with other customers of ours. To the extent the law permits, you release us from any claims or liability related to any Content posted on the Site and from claims related to the conduct of any other customers of ours. You hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SKOOLTOPIA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT IS TO DISCONTINUE USING THE SITE AND SERVICES. IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, THE AGGREGATE LIABILITY OF SKOOLTOPIA TO YOU FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) ALL AMOUNTS PAID BY YOU UNDER THIS AGREEMENT WITHIN THE LAST TWELVE (12) MONTHS, AND (B) ONE HUNDRED DOLLARS (U.S. $100.00).

Intellectual Property Issues

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site and Services, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of this Agreement. “Skooltopia” is our trademark. Other product and company names that are mentioned on the Site or provided as part of the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you in this Agreement.

The content on Skooltopia, excluding all intellectual property of other sites obtained by way of API and linking, are owned by Skooltopia. This includes, without limitation, the text, software, scripts, graphics, photos, sounds, interactive features and the trademarks, service marks and logos contained therein ("Marks"). These are owned or licensed to Skooltopia, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content not owned by Skooltopia is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners, except as permitted through Skooltopia's functionality and under these Terms of Service. We reserve all rights not expressly granted in and to Skooltopia and the content.

As between you and us, you retain any intellectual property rights in any copyrighted materials and trademarks that are contained in Content that you post to the Site. You grant us an irrevocable, perpetual, non-exclusive, royalty-free, fully paid, worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, translate, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale, otherwise commercially exploit and exercise any and all such rights, under any and all of your intellectual property rights related to the Content in any manner we choose. If you have any rights to the Content that cannot be licensed to us (such as moral rights in some countries), you unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against us or related to our customers and partners anywhere in the world, with respect to such rights. With respect to other users, you Grant each Skooltopia user, whether using Skooltopia or an application developed via a third-party developer, a non-exclusive license to access your submissions through Skooltopia and to use, reproduce, distribute, prepare derivative works of, display and perform such submissions as permitted through Skooltopia's functionality and under these Terms of Service.

We respect the intellectual property of others, and we ask you to do the same.

Copyright Issues

If you're a copyright owner or an owner's agent and find content that infringes upon your copyrights, you may submit a notification according to the Digital Millennium Copyright Act (”DMCA”). To do so, please provide our Copyright Agent with the following information in writing:

(1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
(4) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
(5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(6) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

Skooltopia's designated Copyright Agent to receive notifications of claimed infringement can be reached at by contacting us here at copyright@skooltopia.com or at the address below: 



Skooltopia, Inc.
P.O. Box 60088
San Diego, CA. 92118

You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

Copyright Policy

You understand and agree not to generate or facilitate unsolicited commercial email (“spam”) to our Users or through the Site or our system, including without limitation (a) sending email in violation of the CAN-SPAM Act or any other applicable anti-spam law, (b) imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam, (c) data mining our Site to find email addresses, (d) sending unauthorized mail via open, third-party servers,(e) sending emails to Users who have requested to be removed from a mailing list, (f) selling, exchanging or distributing to a third party the email addresses of any person without such person’s knowing and continued consent to such disclosure, or (g) sending unsolicited emails to significant numbers of email addresses belonging to individuals and/or entities with whom you have no preexisting relationship. Such activities are expressly prohibited by this Agreement. You should be aware that any email sent through our Site or system will use or cause to be used servers located in California, which may be a violation of this Agreement and certain federal and state laws, including, without limitation, the Computer Fraud and Abuse Act (18 U.S.C. Section 1030 et seq.), the CAN-SPAM Act (15 U.S.C. §§ 7701-7713 and 18 U.S.C. § 1037), Section 502 of the California Penal Code and Section 17538.45 of the California Business and Professions Code. Such violations may subject the sender and his or her agents to civil and criminal penalties.

Electronic Communications

The communications between you and Skooltopia use electronic means, whether you visit the Site or send us emails, or whether Skooltopia posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Skooltopia in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Skooltopia provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

Changes to this Agreement

We may change the terms of this Agreement from time to time on a going-forward basis, and any such modifications become effective immediately upon being posted to the Site. It is your sole responsibility to check the Site from time to time to view any such changes in the Agreement. If you do not agree to all of the changes, if and when such changes may be made to the Agreement, you must cease use of the Site. Your use of the Site after any modifications to the Agreement indicates that you agree to such modified Agreement.

General Terms

You and we are independent contractors, and nothing in this Agreement creates a partnership, employment relationship or agency. You may not assign this Agreement, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

These Terms of Service shall be governed by the internal substantive laws of the State of Delaware. Any claim or dispute between you and Skooltopia that arises in whole or in part from Skooltopia shall be decided exclusively by a court of competent jurisdiction located in Delaware.

These Terms of Service, together with the Privacy Notice at www.skooltopia.com/privacypolicy and any other legal notices published by Skooltopia on Skooltopia, shall constitute the entire agreement between you and Skooltopia concerning Skooltopia.

YOU AND SKOOLTOPIA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO SKOOLTOPIA MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

You are legally able to accept these Terms of Service. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. You affirm that you are able to form a binding contract in your jurisdiction. If you aren't, you must please leave Skooltopia.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

The Service, the Content, other technology we may make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. In addition, you shall not permit access to the Site, or use the Services, in a U.S.-embargoed country or in violation of any U.S. export law or regulation.

We are excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond our reasonable control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, and natural disasters. In addition, you acknowledge that the Service depends heavily on privacy law in the United States, the various States and Territories, and other jurisdictions. The law can and will change in the future and such changes are outside our control. Some legal changes, including but not limited to legislation or judicial interpretation, may render it more difficult or impossible for us to perform the Service, in which case we are excused from performing the Services or may change the Service at any time.