Last Revised: November 3, 2020
Iris Media, Inc., an Oregon corporation doing business as Trifoia (“Trifoia” or “we”) creates and delivers instructional content for parents, families, and educators (the “Services”) through its websites:
The Sites are not targeted towards, nor intended for use by, anyone under the age of thirteen (13). If you are under the age thirteen (13) you may not use the Sites.
I. Use of Sites.
- a. Permitted Use; User Requirements. You may use the Sites pursuant to the terms of this Agreement and for the sole purpose of accessing the Services (“Permitted Use”). When using the Sites it is solely your responsibility to, and you will: (i) comply with all applicable state, local, federal and international laws and regulations applicable to your use of the Sites; (ii) ensure that any logo, image or other materials you make visible on the Sites do not infringe upon the copyright, trademark or other intellectual property rights of any third-party; and (iii) help create a positive educational and learning environment when posting any comments or other content on the Sites.
- b. Specific Limits on Use. Without limiting the foregoing, you specifically agree not to use the Sites in a manner that: (i) harasses, threatens, or otherwise violates the rights of any other party; (ii) is fraudulent or deceptive; (iii) makes improper use of the Content (as defined below); (iv) uses technology or other means to access Trifoia’s network or other users’ accounts; (v) introduces viruses or other programs that interrupt, destroy, or limit the functionality of the Sites; (vi) involves uploading or transferring information to the Sites that (a) is obscene, libelous, blasphemous, defamatory, inciting hatred, terrorism or any similar offense, (b) is unlawful or misleading, (c) infringes upon any third party’s intellectual property rights, privacy rights or other similar legal rights, or (d) is determined by Trifoia, in its sole discretion, to be unsuitable; or (vii) otherwise violates this Agreement or applicable law.
- II. Copyright, Trademarks.
- a. Marks. All trademarks, service marks, graphics, and logos used in connection with the Sites are trade names, trademarks or registered trademarks of either Trifoia (“Trifoia Marks”) or other owners (“Third Party Marks”).
- b. Content. The Sites, including all Trifoia Marks, Third Party Marks, designs, text, graphics, pictures, information, data, software, sound files, other files thereon, as well as the selection and arrangement thereof, (“Content”) are the property of Trifoia or its licensors. The Content is protected by United States’ intellectual property laws, and it may not be copied or used, in whole or in part, without the prior written permission of Trifoia or the applicable trademark holder.
- c. Your Rights. If you believe any material available via the Sites infringes a copyright, trademark other intellectual property right that you own or control, contact Trifoia using the following procedures:
Email a notification of claimed infringement to the Trifoia content agent at: firstname.lastname@example.org. In the subject line, write “DMCA Takedown Request.” Alternatively, fax or mail a notification of claimed infringement to the attentions of the Trifoia content agent using the contact information provided below.
To be effective, the notification you send us must be in writing and it must contain the following information: (i) a description of where on the Sites the allegedly infringing content is located, which description is reasonably sufficient to enable us to identify and locate the content; (ii) a description of the allegedly infringing content; (iii) how we can contact you, such as your address, telephone number, and email address; (iv) a statement from you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, owner’s agent, or the law; (v) a statement from you that the information in the notification is accurate and that, under penalty of perjury, you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (vi) electronic or physical signature.
Upon receipt of a notification, Trifoia will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Sites.
Emails sent to email@example.com for purposes other than communication about an infringement of rights WILL NOT be answered.
- III. License.
- a. Grant of License. Trifoia grants you a personal, non-exclusive, non-transferable, non-commercial, limited, and revocable license to use the Sites for the Permitted Use and in accordance with this Agreement (“License”). All rights not expressly granted by Trifoia are reserved, and nothing in this Agreement will be construed as transferring or assigning in any manner (whether by implication, estoppel or otherwise) any title or ownership of, or exclusive use-rights to, any intellectual property or other right of Trifoia. You are specifically prohibited from reproducing, redistributing, selling, creating derivative works from, decompiling, reverse engineering, or disassembling the Sites or the Content. You are also specifically prohibited from using the Sites or Content in connection with marketing merchandise or services, charging others for access to the Sites or Content, building a business using the Sites or Content, incorporating the Sites or Content into other works in a manner that may be construed as an endorsement, express or implied, by Trifoia for any product or service, or making any other commercial use of the Sites or Content.
- b. Termination of License. Trifoia reserves the right, in its sole discretion, to terminate your License, delete your user account, or block your future access to the Sites (or take any combination of the foregoing actions) if: (a) it reasonably believes you have violated this Agreement; (b) you do not access your user account for a period of one hundred and twenty (120) days or more; (c) you fail to pay any program or other amount due to Trifoia; (d) Trifoia receives one or more complaints related to your use of the Sites; or (e) for any other lawful business reason in Trifoia’s discretion. As applicable to (a), (d), and (e) in this paragraph, if the user materially breaches the Agreement and fails to remedy the breach within fourteen (14) days’ notice of the breach following the delivery of a written notice by the non-breaching party to the party in breach, then their License will be terminated. Any notice of breach must specify the nature of the breach in reasonable detail.
Immediate Termination. This Agreement may be terminated immediately by either party upon written notice to the other party as follows: If the other party engages in any act that would subject either party to criminal liability in the reasonable opinion of a party.
- IV. Fees.
- While some Content is available for free on the Sites, access to certain programs is gained through payment by you of one or more fees. Generally, these fees must be paid in full before you can gain access to paid programs. You agree to pay all fees charged by Trifoia and otherwise incurred by you. All fees are payable in advance, non-refundable and, unless otherwise stated, in US dollars. If you fail to pay the applicable fees in a timely manner, other than fees disputed in good faith, Trifoia may suspend or terminate your access to the Services and/or the Sites.
- V. Disclaimers; Liability Limits.
- a. No Representations or Warranties. Trifoia will make reasonable efforts to ensure that access to the Sites is available at all times, subject to planned and emergency downtime. However, the Sites are provided to you strictly on an “AS-IS” basis. All representations and warranties, whether express or implied, statutorily or otherwise (including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights) are hereby disclaimed to the maximum extent permitted by applicable law. Without limiting the foregoing, Trifoia explicitly disclaims any representation or warranty:
- i. that completing any program or course available on the Site is guaranteed to satisfy any legal obligation;
- ii. that completing any program or course available on the Site will result in achieving any particular outcome in a court of law or otherwise;
- iii. that the Sites will be uninterrupted or error-free; or
- iv. that Trifoia will continue to support any particular feature of Sites.
- b. Limited Liability. YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE SITES SHALL BE LIMITED IN THE AGGREGATE TO THE FEES PAID BY YOU TO TRIFOIA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
- IN NO EVENT SHALL TRIFOIA BE LIABLE FOR: ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR GOODWILL OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES BY YOU) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; ANY DELAY OR FAILURE TO PROVIDE THE APP OR SITE THAT IS DUE TO THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, INTERNET SERVICE PROVIDERS, DATA CENTERS, SERVER HOSTING COMPANIES AND TELECOMMUNICATIONS COMPANIES; OR CREDIT CARD FRAUD COMMITTED AGAINST YOU BY ANY THIRD PARTY PROVIDER OF CREDIT CARD SERVICES.
- c. Indemnification YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TRIFOIA AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ANY AND ALL SUITS, LOSSES, LIABILITIES, DAMAGES, AWARDS, CLAIMS, SETTLEMENTS, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEY FEES (COLLECTIVELY, “LOSSES”) FROM AND AGAINST ALL THIRD PARTY ACTIONS THAT: (I) ARISE FROM YOUR USE OF THE SITES; (II) ASSERT A VIOLATION BY YOU OF ANY TERM OF THIS AGREEMENT OR ANY STATE, LOCAL, FEDERAL OR INTERNATIONAL LAW OR REGULATION; OR (III) ASSERT THAT ANY INFORMATION OR CONTENT THAT YOU UPLOAD, TRANSFER, OR STORE USING THE SITES VIOLATES ANY LAW OR INFRINGES UPON ANY THIRD PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY OR PRIVACY RIGHT. TRIFOIA RESERVES the right to assume the exclusive defense and control of any matter subject to indemnification, in which event you will cooperate in asserting any available defenses.
- VI. Submission of Feedback.
- You may provide suggestions, enhancement requests, recommendations and other feedback to improve the Sites or Content (“Feedback”). Trifoia may, but has no obligation to, incorporate your Feedback into the Sites or Content. You hereby disclaim any ownership in any Feedback you provide to Trifoia, and you hereby assign all right, title, and interest in and to any Feedback provided to Trifoia.
- VII. Third Party Content; Providers.
- a. Third Party Content. Trifoia may provide third party content on the Sites (such as advertising), and it may provide links to third-party content (such as other applications or websites) (collectively, “Third-Party Content”). Trifoia does not control, endorse or adopt any Third-Party Content, is not responsible or liable in any manner for any Third-Party Content, and undertakes no responsibility to update or review Third-Party Content. You access and use Third-Party Content at your own risk. You should review the policies, including privacy and data gathering policies, of any site or application to which you navigate to from the Sites.
- b. Third Party Providers. Trifoia uses certain third-parties such as Shopify or similar third party payment site (“Third-Party Providers”) to facilitate payment and credit card processing, to track information regarding users’ interactions with the Sites, and to help Trifoia facilitate other services for you (as further described in the Trifoia Privacy Statement). You may be redirected to the websites or applications of such Third-Party Providers to create user accounts that work in conjunction with Trifoia. You must comply with any flow down terms and conditions provided by any such Third-Party Provider, including but not limited to, any end-user license agreements, privacy statements or other agreements entered into with such Third-Party Providers. You hereby agree to release and hold harmless Trifoia from any damages or claims arising from your relationship with any Third-Party Provider.
- VIII. Term and Termination.
- The term of this Agreement shall commence on the date you first access or use one of the Sites and shall continue until terminated by Trifoia. Upon termination of this Agreement: (a) the License and any other rights and licenses granted to you herein shall terminate; (b) you shall cease all use of the Sites; and (c) Trifoia may in its own discretion remove and/or purge your account and other data from the system. Further, without terminating this Agreement, Trifoia may in its discretion remove any comments or other content uploaded to the Sites by you that Trifoia deems inappropriate or illegal (although, Trifoia had no obligation to monitor for such content).
The following provisions will survive the termination of this Agreement: “Third Party Content; Providers; “Submission of Feedback”; “Disclaimers; Liability Limits”; “Modifications to the Agreement or Sites”; “Governing Law; Disputes”; “Interpretation; Severability; Waiver; Remedies.” Further, your obligation to not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Sites or the Content, or to take any measures to interfere with or damage the Sites or the Content, will survive the termination of this Agreement.
- IX. Modifications to the Agreement or Sites.
- b. Modification to Sites. Trifoia reserves the right to modify or discontinue, temporarily or permanently, any of the Sites or any features or portions thereof without prior notice. Trifoia will not be liable for any modification, suspension or discontinuance of the Sites or any part thereof.
- X. Governing Law; Disputes.
- This Agreement and your use of the Sites is governed by the laws of the state of Oregon, United States of America, without regard to Oregon’s conflict of laws rules. Any action arising out of or relating to this Agreement will be subject to mandatory arbitration. Any dispute will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Eugene, Oregon. The AAA rules will govern payment of all arbitration fees. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, and trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Eugene, Oregon to resolve your claim. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.
- XI. General Provisions.
- Company has no liability for any failure of performance or equipment due to causes beyond its reasonable control, including, but not limited to, the following: acts of God, fire, flood, earthquake, tsunami, storm, or other catastrophes; any law, order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars or acts of terrorism; unavailability of rights-of-way or materials; or strikes, lock-outs, work stoppages, or other labor difficulties; or failure of the Internet or any telecommunications, hosting or service provider.
- XII. Interpretation; Severability; Waiver; Remedies.
- Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by Trifoia in exercising any right hereunder will waive any further exercise of that right. Trifoia’s rights and remedies hereunder are cumulative and not exclusive. No term or provision hereof will be considered waived by a party, and no breach excused, unless the waiver or consent is in writing signed by such party. No consent by a party to, or waiver of, a breach, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach.
- XIII. Entire Agreement.
- This Agreement contains the entire understanding of the parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement.
XIV. Questions or Complaints.
Please direct any question or complaints related to this Agreement to:
IRIS Media, Inc.
1203 Willamette St. Suite 100
Eugene, OR 97401