Incentivize2Learn Terms of Service
Welcome to the Incentivize2Learn application and website. The following Terms of Service ("Terms") are a binding legal agreement between you ("you" or "You") and Kipuka Associates, LLC ("Kipuka" or the "Company") regarding your use of the Incentivize2Learn application, associated website, and related services (collectively, the "Service").
Visitors and users of the Service are referred to individually as "User" and collectively as "Users". The Service is comprised of a mobile application to provide incentivized learning experiences to Users.
Important Notice
PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE. IN ORDER TO USE THE SERVICES, YOU MUST ACCEPT ALL OF THE TERMS OF THIS AGREEMENT.
You agree that by creating an account for or otherwise using the services by registering for, accessing, or browsing the service, you acknowledge that you have read, understood, and agree, effective as of the date of such action, to be bound by the following terms and conditions, including any additional guidelines and future modifications.
This agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
Users who violate these Terms may have their access and use of the Service suspended or terminated, at Kipuka's sole discretion.
1. Eligibility, Account and Account Review
a. Eligibility
The Service is not available to any persons under the age of 13 or to any Users previously suspended or removed from the Service by Kipuka.
By registering for, or otherwise using, the Service, you represent that:
- you are at least 13 years of age
- you have not been previously suspended or removed from the Service by Kipuka
- if you are under the age of 18 or the age of majority in your jurisdiction, you are using the Service under the supervision of a parent, legal guardian, or other responsible adult
If you use the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
b. Account
You may be asked to provide a phone number, username, and password to establish an Account. You are responsible for maintaining the confidentiality of your Account, restricting access to your computer, and all activity under your Account.
You agree that information you provide is true, accurate, current, and complete. If you believe your Account is no longer secure, notify Kipuka immediately.
c. Account Review
Kipuka reserves the right to approve new Accounts to verify eligibility and may suspend an Account while investigating suspected misconduct or a violation of these Terms.
d. Electronic Signatures
The platform may use legally binding electronic signatures. By using an electronic signature, you agree that it indicates your intent to be bound, is an original written signature, and satisfies applicable ESIGN and UETA requirements.
e. Privacy Policy
Your privacy is important to Kipuka. The Privacy Policy is incorporated into these Terms. Review it for information about Kipuka's collection, use, and disclosure of personal information.
2. Modification of the Terms
Kipuka may change, modify, add, or remove portions of the Terms at any time. Please check the Terms and related guidelines periodically for changes.
For material changes, Kipuka will use reasonable efforts to notify you, such as by email, a pop-up window, or another similar mechanism. Modified Terms become effective upon the earlier of your continued use with actual knowledge or 30 days after publication.
Your continued use after a change becomes effective constitutes agreement to the modified Terms. If you do not agree, your sole remedy is to terminate your Account and stop using the Service.
3. Use of the Service
a. The Service
You may use the Services subject to this Agreement and are solely responsible for your use. You may not use the Services for anything other than a lawful and legitimate purpose or in a way that fails to comply with this Agreement or might adversely affect the Company's public image, reputation, or goodwill.
Company may provide maintenance and upgrades that make the Services temporarily unavailable. Company will attempt to schedule downtime during low-usage hours, but may need to work at other times.
b. Compliance with Laws
You shall comply with all applicable laws, statutes, ordinances, and regulations regarding your use of the Services. You represent that you understand this Agreement, that it is binding, and that you have the authority and legal capacity to enter into it.
4. Kipuka Content
a. Kipuka Content
Kipuka authorizes you to access and use the Service and Kipuka Content solely for personal, non-commercial use. Designs, text, graphics, images, video, information, logos, software, audio files, and other content are intellectual property protected by copyright, trademark, and other laws.
Except for User Content, Kipuka Content is the property of Kipuka or its licensors. Unauthorized use is prohibited, and you must preserve proprietary notices on any authorized copy.
b. Restrictions
Except as expressly authorized, you may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, or create derivative works from Kipuka Content, or use it on another website or software application.
5. User Content
a. User Content
You may create or provide information, messages, data, and other materials that are stored, uploaded, posted, emailed, or otherwise transmitted using the Services ("User Content"). Kipuka claims no ownership or control over User Content; you retain your rights and are responsible for protecting them.
User Content must not contain:
- Infringing, illegal, sexually explicit, hateful, vulgar, threatening, abusive, harassing, or defamatory material
- Racially, ethnically, or otherwise objectionable material
- Material that could create liability for Company or harm its public image, reputation, or goodwill
Kipuka may refuse, review, or remove User Content that it believes violates these Terms or applicable law.
b. License
By submitting, posting, or displaying User Content through the Service, you grant Kipuka a worldwide, non-exclusive, sub-licensable, royalty-free license to reproduce, adapt, modify, distribute, and publish that User Content in connection with the Service and its intended features.
6. Prohibited Conduct
Important Restrictions
BY USING THE SERVICE, YOU AGREE NOT TO:
- Transmit, post, distribute, store, or destroy material in violation of applicable law
- Impose an unreasonable or disproportionately large load on the Service's infrastructure
- Use data mining, robots, or similar data gathering methods
- Probe, scan, test, reverse engineer, or decompile the Service or its systems
- Aggregate, copy, or duplicate Kipuka Content or Service information
- Share login credentials, access unauthorized data, or solicit passwords or personal information from other Users
- Harass, threaten, or advocate harassment of any group, company, or individual
- Use the Service for an unlawful purpose or illegal activity
Violations of system or network security may result in civil and/or criminal liability. Kipuka may investigate and cooperate with law enforcement.
7. Gift Cards / No Refunds / No Redemption
As part of the Service Kipuka may electronically issue gift cards. Kipuka will not be liable for failures, interruptions, delivery, funding, value, use, applicability, or terms associated with a gift card.
Your sole remedy for a gift-card claim is with the third-party issuer. Kipuka and its affiliates will not refund unused or unavailable card value or redeem any portion of a card.
8. Digital Millennium Copyright Act
Kipuka responds to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (DMCA). Kipuka may terminate access without notice for repeat infringement.
9. Third-Party Sites, Products and Services; Links
The Service may include links to other websites or services solely as a convenience to Users. Kipuka does not endorse those Reference Sites or their information, materials, products, or services.
Your correspondence or business dealings with advertisers found through the Service are solely between you and the advertiser. Access and use of Reference Sites is at your own risk.
10. Termination
a. Termination by Kipuka
Kipuka may, in its sole discretion, terminate an Account or use of the Service for any reason or no reason, remove Account content, or discontinue the Service or any part of it, with or without notice.
b. Termination by You
Your remedy for dissatisfaction with the Service, these Terms, a Kipuka policy or practice, or Service content is to terminate the Terms and your Account. You may terminate by deleting your Account and discontinuing use.
c. Survival
Sections intended by their terms to survive termination shall survive in accordance with those terms.
11. Indemnification
You agree to indemnify and hold Kipuka, its affiliates, contractors, employees, agents, suppliers, licensors, and partners harmless from claims, losses, damages, liabilities, legal fees, and expenses arising out of:
- Your use or misuse of the Service
- Your violation of these Terms or applicable law
- Your breach of the representations, warranties, and covenants made here
Kipuka may assume the exclusive defense and control of a matter for which you must indemnify Kipuka, and you agree to cooperate with that defense.
12. Disclaimers; No Warranties
Important Legal Notice
THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.
a. No Warranties
To the fullest extent permitted by law, Kipuka, its affiliates, partners, licensors, and suppliers disclaim all statutory, express, and implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
b. Service and Content
YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. KIPUKA DOES NOT WARRANT THAT THE SERVICE, USER CONTENT, FUNCTIONS, REFERENCE SITES, OR OTHER INFORMATION WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, OR CORRECTED.
c. Accuracy and Computer Harm
Kipuka does not warrant the correctness, accuracy, or reliability of the Service or Reference Sites. You are solely responsible for damage to your property or loss of data resulting from obtaining or using information through the Service.
13. Limitation of Liability and Damages
Liability Limitations
UNDER NO CIRCUMSTANCES WILL KIPUKA OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES.
This includes lost business, revenues, anticipated profits, or other losses arising from the Terms, your use or inability to use the Service, Reference Sites, or other interactions with Kipuka, even if advised of the possibility.
IN NO EVENT WILL TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE DURING THE PRECEDING TWELVE MONTHS OR FIVE DOLLARS, WHICHEVER IS GREATER.
14. Dispute Resolution and Arbitration
Arbitration Agreement
You and Kipuka agree that disputes arising in connection with the Terms shall be resolved by binding arbitration, except for the matters listed below.
a. Dispute Resolution
Arbitration uses a neutral arbitrator instead of a judge or jury and may allow more limited discovery and review. The agreement covers claims arising from the Terms under contract, tort, statute, fraud, misrepresentation, or another legal theory, whether raised during or after termination.
b. Exceptions
- Bring an individual action in small claims court
- Pursue an enforcement action through an applicable government agency
- Seek injunctive relief in a court of law
- File an intellectual property infringement claim in court
c. Arbitrator
Arbitration will be governed by the applicable Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association, as modified by these Terms, and administered by the AAA.
f. No Class Actions
YOU AND KIPUKA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
15. Miscellaneous
a. Governing Law and Jurisdiction
The Terms are governed by the laws of the State of Utah. Any action arising from the Terms or Service will be filed only in state or federal courts in Salt Lake County, Utah.
b. Improperly Filed Claims
Claims brought contrary to this Agreement are improperly filed. The other party may recover attorneys' fees and costs up to $1,000.00 for a claim filed contrary to this Agreement.
c. Claims
ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER IT ACCRUES OR IS PERMANENTLY BARRED.
d. Notice
Kipuka may provide notices by email or postings on the Service. Email notice is deemed given after 24 hours, mailed notice after three days, and posted notice after 30 days.
e. Waiver and Severability
Failure to enforce a right is not a waiver. If a provision is unlawful or unenforceable, it will be limited or eliminated to the minimum extent necessary without affecting the remaining provisions.
f. Assignment and Headings
You may not transfer or assign the Terms or rights granted hereunder. Kipuka may assign them without restriction. Headings are for convenience only.
g. Entire Agreement and Disclosures
The Terms and Privacy Policy are the entire agreement between you and Kipuka about the Service. The provider of the Service is Kipuka Associates, LLC, which can be reached at support@kipukacapital.com.