Effective: August 10, 2023
These LoiLoNote School Terms of Service (the "Terms") set forth the terms and conditions under which you (the "User") may use LoiLoNote School-related products and services (collectively the "Service") provided by LoiLo USA Inc. (the "Company"). These Terms apply specifically to Users located in the United States. For all other users, the Terms of Service apply.
In these Terms, the following definitions shall apply:
1.1. "Content" refers to text, audio, music, image, video, software, program, code and any other form of information.
1.2. "Service Content" refers to Content that the User may access through the Service (but excluding User Content as defined in Section 1.3 of this Article 1).
1.3. "User Content" refers to Content that the User posts, transmits, saves, or uploads to the Service.
1.4. "Individual Terms of Use" refers to any document entitled "Terms," "Terms and Conditions," "Guidelines," "Policy" or other descriptive title, other than these Terms, that is or may be distributed or posted by the Company in connection with the Service.
2.1. By using the Service, the User shall be deemed to have agreed to these Terms.
2.2. If any Individual Terms of Use are applicable, the use of the Service shall be subject to such Individual Terms of Use in addition to these Terms. In the event of any conflict between the provisions of these Terms and the provisions of the applicable Individual Terms of Use, the provisions of the Individual Terms of Use shall prevail.
2.3. The Company reserves the right to modify these Terms or Individual Terms of Use at any time without prior notice to the User if the Company determines that the modification is necessary. The modified versions of these Terms or the Individual Terms of Use shall become effective upon being posted in a relevant location on the website operated by the Company, and the User's continued use of the Service after such modification shall be deemed to constitute acceptance by the User of these Terms or the Individual Terms of Use as so modified. When such modifications are made, the Company will notify the User thereof in a manner established by the Company (notification will be made via email to the User, posting on the Company’s website, or other means). Upon the receipt of such notice, the User should refer to the modified versions of these Terms or the relevant Individual Terms of Use prior to using the Service.
3.1. The Company shall determine the User's eligibility to register for the Service based on the criteria established by the Company in its sole discretion.
3.2. The Company reserves the right to reject the User's application for the registration in its sole discretion if:
3.2.1. The Company determines in its sole discretion that the User is likely to violate these Terms;
3.2.2. The registration information submitted by the User to the Company contains, in whole or in part, false statements, misstatements or omissions;
3.2.3. The User's registration for the Service has been revoked previously;
3.2.4. The User is a minor, adult ward, person under curatorship, or person under assistance and the consent of his/her legal representative, guardian, curator, or assistant has not been obtained; or
3.2.5. The Company otherwise determines in its sole discretion that it would not be appropriate to approve the registration.
4.1. The User shall be solely responsible for safeguarding his/her ID and password in connection with the use of the Service. The Company may deem any act performed using User-specific information (ID, e-mail address, password and other information registered by the User) to be an act of the User, regardless of by whom the act was actually performed.
4.2. After registration for the Service, the User may withdraw his/her registration for the Service at any time by closing his/her account.
4.3. The Company reserves the right to terminate the User's registration and/or delete his/her registration information in whole or in part without prior notice to the User if the Company determines that in respect of the User any of the causes for rejection enumerated in Section 3.2 herein or any of the acts prohibited under Article 11 hereof has occurred. The Company assumes no liability for any damages suffered by the User as a result of such termination or deletion.
4.4. The Company reserves the right to delete the User's free account without prior notice to the User if it has not been accessed for a period of more than one year since the last access.
4.5. All rights of use granted to the User in connection with the Service shall cease upon deletion of the User's account for any reason. Please be aware that once deleted, the account cannot be reactivated even if the deletion was the result of an error on the part of the User.
4.6. The User's account for the Service belongs to the User personally, and the Company shall provide the Service solely to registered Users. None of the User's rights granted in connection with the Service may be transferred, leased to or inherited by any third party.
4.7. Once revoked by the Company, the User’s LoiLoNote School account and/or membership may not be re-registered.
5.1. The Company has the utmost respect for the privacy of the User.
5.2. The Company shall safeguard the User's privacy and personal information in an appropriate manner in accordance with the LoiLoNote School Privacy Policy published at https://n.loilo.tv/en/privacy, the terms of which are fully incorporated herein by reference.
5.3. In order to ensure the safety of information collected from the User, the Company takes the utmost care with the security of information.
Where the Company deems it necessary, the Company reserves the right to modify, suspend or discontinue the Service in whole or in part at any time without prior notice to the User.
The Company assumes no liability for any losses that the User may suffer due to the inability to use the Service or its associated services as a result of such modification, suspension or discontinuation.
7.1. In the event that use of the Service is provided as a business service to the User’s customer (the “Customer” in Article 7), the User shall obtain the Customer’s acceptance of the Terms.
7.2. The Customer shall use the Service under the supervision of the User.
7.3. In the event that the User terminates registration of the Service, the Company shall terminate the Customer’s use of the Service on the same date on which the User’s registration is terminated.
The Service may contain services or content provided by the Company's affiliated entities. Such services and content are made available subject to the applicable terms and conditions established by said entities. The responsibility for such services or content shall remain with the entities providing same. Such services and content are made available subject to the applicable terms and conditions established by said entities.
9.1. All copyrights, trademarks and other intellectual property rights relating to the Service and/or Service Content shall remain with and shall be the exclusive property of the Company or its third-party licensors.
9.2. The Company grants the User a non-exclusive, revocable, non-transferable and non-sublicensable license to use the Service solely for the purpose of using the Service in accordance with the provisions of these Terms and in a manner prescribed by the Company. The Company reserves all rights not expressly granted to the User hereunder. Except for the limited rights and licenses expressly granted hereunder, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to User or any third party any intellectual property rights or other right, title, or interest in or to the Service and/or Service Content.
9.3. The User is granted the right to connect via a telecommunications line to equipment specified by the Company using a telecommunications device, and to display or cache Service Content on said telecommunications device. Such displayed or cached Service Content may only be used as prescribed by the Company.
9.4. To the extent necessary to use the Service, the User may record Service Content on his/her recording media (which media are limited to those that are utilized to use the Service, such as a personal computer or mobile telephone).
9.5. The Company reserves the right to change the terms of validity of the right to use Service Content.
9.6. The User is granted the right to use Service Content provided by the Company as part of the license granted under Section 9.2 herein, provided that it is not transferred or made accessible to or exploited by any third party.
9.7. When using Service Content, the User shall comply with the terms of use applicable to that Service Content including applicable fees and terms of use. Notwithstanding the use of words such as "Purchase" or "Sale" on the screen of the device used for the Service, none of the intellectual property rights or other rights relating to the Service Content provided by the Company to the User will be transferred to the User, and the User is granted only the right to use the Service Content in compliance with such terms of use applicable thereto.
9.8. The User may not use any Service Content in a manner inconsistent with the intended use of the Service (such prohibited use includes without limitation: use for reproduction, transmission or alteration).
10.1. The User represents and warrants that any and all User Content is legitimate and lawful, and does not infringe any copyright, patent, trademark or any other right of a third party. If any dispute arises with a third party in connection with allegations that User Content infringes the intellectual property rights of a third party, is illegitimate or unlawful, the responsibility for resolving the dispute shall rest solely with the User, and the Company shall have no obligation to resolve such a dispute. The User shall indemnify, defend and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents against any and all claims, losses, damages, and fees, including attorneys’ fees, arising out of or relating to such disputes involving User Content.
10.2. The User is granted the right to use the Service to store User Content for educational purposes. The user shall not use the Service to store data for non-educational purposes (including, but not limited to, storage of images or video, or storage of other data created for backup purposes).
10.3. The Service may include features that allow multiple users to post, modify, delete, and otherwise edit User Content. The Company assumes no responsibility for others’ modification, deletion or editing of User Content. You hereby grant the Company the sub-licensable right to modify, delete and otherwise edit User Content as deemed necessary in the Company’s sole discretion.
10.4. User Content shall remain solely the intellectual property of the User, and the Company shall have no right or interest therein; provided, that the User hereby grants to the Company a non-exclusive, non-transferable, non-sublicensable license to use the User Content solely as necessary to provide the Service for the User’s benefit.
10.5. Where it is necessary to confirm the User's compliance with applicable laws and these Terms, the Company reserves the right to review User Content.
10.6. The Company reserves the right to delete or otherwise restrict the use of User Content for the Service in its sole discretion without prior notice to the User if the Company determines that with respect to User Content the User is or is likely to be in violation of any applicable law or these Terms, or if there is a business need to do so.
10.7 The Company reserves the right to take appropriate legal action for any illegal or unauthorized use of the Service.
10.8 The Company reserves the right to terminate or suspend the User’s access to all or part of the Service for any violation of these Terms.
The User shall not engage in any of the following acts in connection with the use of the Service:
11.1. To violate an applicable law, judgment, decision or order of a court, or a legally binding administrative act;
11.2. To act for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
11.3. To infringe or violate a copyright, trademark, patent or other intellectual property right, privacy right or any other legal or contractual right of the Company or a third party (including for the purpose of decoding, decompiling, disassembling or reverse engineering of applications provided by the Company or any other similar purposes);
11.4. To post or transmit expressions or other material that are defamatory, excessively violent or explicitly sexual, that are discriminatory, that encourage or assist suicide, self-injury or drug abuse, or that contain content of an antisocial nature making another person feel uncomfortable, or to attack or damage other users or the Company by using said expressions;
11.5. To impersonate the Company or a third party, or to intentionally circulate false information;
11.6. To send the same or similar messages (other than those permitted by the Company) to an unspecified large number of users, to include other users randomly in the list of friends or members of a group talk, or to perform any other act that the Company deems to constitute spam;
11.7. To exchange the User's right to use Service Content with cash, property or other economic benefits in a manner other than the manner specified by the Company;
11.8. To use the Service for the purpose of engaging in commercial activities;
11.9. To promote any illegal activity, or advocate, promote, or assist any unlawful act;
11.10. To use the Service for other than education-related activities;
11.11. To collect, disclose or provide personal information, registration information (including but not limited to IDs, e-mail addresses or passwords) or usage history of other persons in an unauthorized manner;
11.12. To cause interference with the Service's servers or network systems; to manipulate the Service in a fraudulent manner by using viruses, bots, cheat tools, or other technological means; to make intentional use of bugs in the Service; to make unreasonable inquiries or undue claims to the Company such as repeatedly asking the same question beyond necessity; or to perform any action that may hinder or interfere with the Company's operation or other users' use of the Service, including the act of posting or transmitting nuisance comments, chain comments or the like;
11.13. To assist in or encourage any act described above in Sections 11.1 through 11.12;
11.14. To perform any other act that the Company determines inappropriate in its sole discretion.
12.1. The use of paid content provided by the Company shall be subject to payment of fees applicable to the paid content, as prescribed by the Company, at a time and in a manner specified by the Company. Fees that have been paid or pre-paid shall not be refunded for any reason.
12.2. If the User fails to pay the prescribed fee on or prior to the due date specified by the Company, the User shall pay the Company default interest on any overdue amount calculated at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less, for the entire period after the due date for the payment until such amount and default interest are paid in full. The User shall reimburse the Company for all expenses and collection charges, including attorneys’ fees, incurred as a result of the User’s failure to make timely payment.
13.1. If the Company determines that the User has used the Service in breach of these Terms, the Company reserves the right to take any action it deems necessary and appropriate at its own discretion without prior notice to the User.
13.2. The User shall indemnify, defend and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to User’s violation of these Terms or User’s use of the Service, including, but not limited to, User Content, any use of the Service and/or Service Content other than as expressly authorized in these Terms, User’s use of any information obtained from the Service, or User’s violation of applicable law.
13.3. If as a result of the User's use of the Service any complaint, claim or demand, including demand for damages or injunctive relief, is asserted by a third party against the User, the User shall promptly notify the Company thereof.
14.1. No Warranty. USER’S USE OF THE SERVICE AND ITS CONTENT IS AT USER’S OWN RISK. THE SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE COMPANY’S WEBSITE, SERVICES OR THE SERVER THAT MAKES IT/THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET THE USER’S NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY 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.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14.2. If the User incurs losses due to willful or gross negligence by the Company (including, but not limited to, interruption of the Service for a period of 24 hours or more due to willful or gross negligence by the Company), the Company shall indemnify User for such losses. However, the Company shall assume no liability for any other losses incurred by the User arising from use of the Service. OTHER THAN AS EXPRESSLY SET FORTH IN THIS SECTION 14.2, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH USER’S USE, OR INABILITY TO USE, THE SERVICE OR ANY CONTENT ON THE SERVICE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
14.3. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE TOTAL AMOUNTS PAID BY THE USER TO THE COMPANY FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14.4. The User represents and warrants that it will use the Service in compliance with applicable law. The User further represents and warrants that by registering for and/or using the Service, it has obtained all necessary consents under applicable data privacy laws to the collection and use of personal information from its Customers and any other end-users (including consent from end-users’ parents or guardians, as applicable) through the Service by the Company. The Company assumes no responsibility if the User violates applicable law.
14.5. The Company shall take no interest in and accepts no responsibility for any dispute that the User may have with other users or third parties in connection with the Service. Such disputes shall be resolved by mutual consultation between the parties, or by an action in a court of competent jurisdiction, or by other appropriate means.
14.6. The Company is not responsible for failures or delays in performance if these occur due to force majeure or unforeseen events which make performance significantly more difficult, expensive or impossible, including without limitation natural disasters, epidemics, pandemics, accidents, war, terror, traffic or operational disruptions, industrial disputes, governmental acts, official orders and measures, shortages of adequate power, materials, labor or transportation, failure or outage of any third-party hosting providers, or any other similar cause beyond the reasonable control of the Company.
14.7 The Company is entitled to carry out maintenance work from time to time and will announce planned maintenance in advance to the extent possible. During the maintenance window, the Service may be unavailable or only partially available, which does not constitute a defect of the Service. The User may not derive any claim whatsoever from such maintenance work against the Company.
15.1. All communications from the Company to the User relating to the Service shall be posted in an application or in a relevant location on the website operated by the Company, or shall otherwise be posted in a manner that the Company deems appropriate.
15.2. Communications from the User to the Company relating to the Service shall be made by sending the inquiry form available in the application or in a relevant location on the website operated by the Company, or shall otherwise be made in a manner specified by the Company.
These Terms shall be effective from the date on which the User's registration under Article 3 hereof is completed until the date on which the registration is terminated; provided, however, that the provisions of Sections 2.2, 4.3 and 4.7, Article 5, Sections 9.1 and 10.1 through 10.5, Articles 12, 13, 14, 17, 18, 19 and 20 shall survive the termination.
All matters relating to the Service and/or these Terms, and all matters arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding by the User arising out of, or related to, the Service and/or these Terms shall be submitted to the American Arbitration Association (“AAA”) for arbitration in Los Angeles, California pursuant to such Association’s rules for commercial arbitration. The number of arbitrators shall be one (1). Notwithstanding the foregoing, the Company retains the right to bring any suit, action, or proceeding against the User for breach of these Terms in any court with jurisdiction over the User’s place of residence. User waives any and all objections to the exercise of jurisdiction over the User by such courts and to venue in such courts. The User acknowledges that any use of the Service in violation of these Terms, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Service, may cause irreparable injury to the Company, and under such circumstances the Company will be entitled to equitable relief without posting of bond or other security. In any action or proceeding by the Company to enforce its rights under these Terms, the Company will be entitled to recover its costs and attorneys’ fees.
ANY CAUSE OF ACTION OR CLAIM THE USER MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
19.1. No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
19.2. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
These Terms, any Individual Terms of Use, and the Privacy Policy constitute the sole and entire agreement between the User and LoiLo USA Inc. regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service. The User may not assign any of its rights or obligations under these Terms to any third party without the express, written consent of the Company. These Terms benefit solely the User and LoiLo USA Inc. and their respective permitted successors and permitted assigns and nothing in these Terms, express or implied, confers on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.