This web page represents a legal document that serves as our Terms of Service and it governs the legal terms of our website, www.codehs.com, sub-domains, and any associated web-based and mobile applications (collectively, "Website"), as owned and operated by CodeHS, Inc.

Capitalized terms, unless otherwise defined, have the meaning specified within the Definitions section below. This Terms of Service, along with our Privacy Policy, any mobile license agreement, and other posted guidelines within our Website, collectively "Legal Terms", constitute the entire and only agreement between you and CodeHS, Inc, and supersede all other agreements, representations, warranties and understandings with respect to our Website and the subject matter contained herein. We may amend our Legal Terms at any time without specific notice to you. The latest copies of our Legal Terms will be posted on our Website, and you should review all Legal Terms prior to using our Website. After any revisions to our Legal Terms are posted, you agree to be bound to any such changes to them. Therefore, it is important for you to periodically review our Legal Terms to make sure you still agree to them.

By using our Website, you agree to fully comply with and be bound by our Legal Terms. Please review them carefully. If you do not accept our Legal Terms, do not access and use our Website. If you have already accessed our Website and do not accept our Legal Terms, you should immediately discontinue use of our Website.

The last update to our Terms of Service was posted on February 8, 2013.

Definitions
The terms "us" or "we" or "our" refers to CodeHS, Inc, the owner of the Website.

A "Visitor" is someone who merely browses our Website, but has not registered as Member.

A "Member" is an individual that has registered with us to use our Service.

Our "Service" represents the collective functionality and features as offered through our Website to our Members.

A "User" is a collective identifier that refers to either a Visitor or a Member.

All text, information, graphics, audio, video, and data offered through our Website are collectively known as our "Content".

Legal Compliance
You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our Website. CodeHS, Inc reserves the right to investigate complaints or reported violations of our Legal Terms and to take any action we deem appropriate, including but not limited to canceling your Member account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information, as allowed under our Privacy Policy.

Intellectual Property
Our Website may contain our service marks or trademarks as well as those of our affiliates or other companies, in the form of words, graphics, and logos. Your use of our Website does not constitute any right or license for you to use such service marks/trademarks, without the prior written permission of the corresponding service mark/trademark owner. Our Website is also protected under international copyright laws. The copying, redistribution, use or publication by you of any portion of our Website is strictly prohibited. Your use of our Website does not grant you ownership rights of any kind in our Website.

Links to Other Websites
Our Website may contain links to third party websites. These links are provided solely as a convenience to you. By linking to these websites, we do not create or have an affiliation with, or sponsor such third party websites. The inclusion of links within our Website does not constitute any endorsement, guarantee, warranty, or recommendation of such third party websites. CodeHS, Inc has no control over the legal documents and privacy practices of third party websites; as such, you access any such third party websites at your own risk.

General Terms
Our Legal Terms shall be treated as though it were executed and performed in Delaware, USA, and shall be governed by and construed in accordance with the laws of Delaware, USA, without regard to conflict of law principles. In addition, you agree to submit to the personal jurisdiction and venue of such courts. Any cause of action by you with respect to our Website, must be instituted within one (1) year after the cause of action arose or be forever waived and barred. Should any part of our Legal Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that any Content in our Website conflicts or is inconsistent with our Legal Terms, our Legal Terms shall take precedence. Our failure to enforce any provision of our Legal Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. The rights of CodeHS, Inc under our Legal Terms shall survive the termination of our Legal Terms.

Schools or districts that purchase CodeHS agree to our Standard Terms and Conditions as follows:

CodeHS Standard Terms and Conditions
This document outlines the standard contractual terms and conditions (“Terms”) that apply to the provision of any products or services by CodeHS, Inc. (“CodeHS”) to the entity identified on the Order Form (“Customer”). These terms are incorporated into the Order Form and together, the Order Form and these Terms are the “Agreement.” An “Order Form” means any order for the provision of products or services signed by Customer. By signing this agreement, Customer agrees to be bound by the CodeHS terms of service (the “Terms of Service”) as updated from time to time by CodeHS. Services. Subject to the terms of this Agreement, CodeHS will provide the Service specified on the Order Form. “Service” means the proprietary software as a service provided by CodeHS and made available through the CodeHS website and other related services provided by CodeHS as further described in the Order Form. “User” means an individual who is authorized by the Customer to use the Service and Customer has paid for such use.

Restrictions
Customer shall not (and shall not permit Users to): (a) sell, rent, lease, lend, sublicense, distribute, or otherwise transfer or provide access to the Service to any person, firm, or entity except as expressly authorized herein, or access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; (b) modify, adapt, alter or create derivative works from the Service or to merge the Service or any subpart thereof (including proprietary markings) with other services or software, or remove or modify any proprietary markings or restrictive legends in the Service, except as provided in this Agreement; (c) use the Service to: (i) store, transmit or create libelous, obscene, deceptive, defamatory, racist, sexual, hateful, unlawful, tortious materials or otherwise objectionable (except as necessary for Customer’s instructional purposes, but in all cases in compliance with applicable law and regulation), or (ii) harm or impersonate any person or violate the rights of any third-party rights; (d) interfere with or disrupt the integrity or performance of the Service; (e) attempt to gain unauthorized access to the Service or its related systems or networks; or (f) introduce viruses, Trojan horses, worms, spyware, or other such malicious code into the Service; (g) post answers or solutions to any CodeHS activities, quizzes, tests, exercises, or any Content anywhere on the internet.

Customer Responsibilities
Customer: (a) is solely responsible for and all activities arising from its Users, and (b) must keep its passwords secure and confidential, and notify CodeHS promptly of any known or suspected unauthorized access to the Service. Customer will comply with the CodeHS Terms of Service and any other instructions given by CodeHS with respect to the Service.

CodeHS Responsibilities
CodeHS shall provide access to the CodeHS website, services and support as specified in the Order Form.

Fees
As consideration for the subscription to the Service, Customer shall pay all yearly fees (“Fees”) set forth in the Order Form. All Fees will be due from Customer within thirty (30) days of receipt of invoice, unless otherwise agreed to in the Order Form. All Fees owed by Customer are exclusive of, and Customer shall pay, all sales, use, VAT, excise, withholding, and other taxes that may be levied in connection with this Agreement. All Fees are non- refundable. Customer acknowledges that it is responsible for all Fees for all years listed in the Order Form.

Minimum Quantity
means the number of units of certain CodeHS services that the Customer is committing to purchase, and will be obligated to pay for, pursuant to this Agreement. The Pricing Summary table will specifically identify every item, and the quantity of such item, that Customer is obligated to purchase.

Purchasing Additional Services
If the Customer seeks to purchase additional units beyond the Minimum Quantity, the Customer can do so at the same unit price stated in the Pricing Summary table. Prior to the commencement of any year of services, the Customer will notify CodeHS of any additional units they wish to purchase by June 1st. CodeHS will amend the invoice for that Payment Term to include the additional services. The Fees due pursuant to this Agreement will be updated to reflect the inclusion of additional services.

Representations and Warranties
CodeHS warrants that the functionality or features of the Service and Support may change but will not materially degrade during the Term. As Customer's exclusive remedy and CodeHS’s sole liability for breach of the warranty set forth in this Section CodeHS shall correct the non-conforming Service at no additional charge to Customer.

Compliance
Each party will comply with all applicable laws and regulations (including all applicable export control laws and restrictions) with respect to its activities under this Agreement. CodeHS will implement reasonable, administrative, technical, and physical safeguards in an effort to secure its facilities and systems from unauthorized access and to secure the Customer Content.

Limitation of Liability
EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS REPRESENTATIONS AND WARRANTIES, CODEHS DISCLAIMS ALL WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CODEHS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR BE ERROR-FREE. EACH PARTY AND ITS SUPPLIERS SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OF DATA, RECORDS OR INFORMATION, AND ANY FAILURE OF DELIVERY OF THE SERVICE), EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. EACH PARTY’S CUMULATIVE MAXIMUM LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE PRECEDING 12 MONTHS UNDER THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT CODEHS IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES MADE AVAILABLE THROUGH THE SERVICE.

Confidentiality
Each party acknowledges that the other party may disclose its Confidential Information to the other in the performance of this Agreement. Accordingly, each party shall: (a) keep the Confidential Information disclosed by the other party confidential, (b) use Confidential Information only for purposes of fulfilling its obligations hereunder, and (c) disclose such Confidential Information only to the receiving party’s employees who have a need to know and only for the purposes of fulfilling this Agreement. As used herein, “Confidential Information” means information in the possession or under the control of a party of a proprietary nature relating to the technical, marketing, product and/or business affairs or proprietary and trade secret information of that party in oral, graphic, written, electronic or machine readable form. Confidential Information shall not include information that: (a) the receiving party possesses prior to acquiring it from the other, (b) becomes available to the public or trade through no violation by the receiving party of this paragraph, (c) is given to the receiving party by a third party not under a confidentiality obligation to the disclosing party, (d) is developed by the receiving party independently of and without reliance on confidential or proprietary information provided by the disclosing party, or (e) the receiving party is advised by counsel is required to be disclosed by law.

Proprietary Rights
As between Customer and CodeHS, the CodeHS Intellectual Property is, and shall at all times remain, the sole and exclusive property of CodeHS. Customer shall have no right to use, copy, distribute or create derivative works of the CodeHS Intellectual Property except as expressly provided herein. CodeHS shall have the right, in its sole discretion, to modify the CodeHS Intellectual Property. “CodeHS Intellectual Property” means the Service, and all improvements, changes, enhancements and components thereof, and all other proprietary materials of CodeHS and/or its licensors that are delivered, provided or used by CodeHS in the course of performing the Services, as well as all other intellectual property owned by CodeHS and all copyrights, patents, trademarks and trade names, trade secrets, specifications, methodologies, documentation, algorithms, criteria, designs, report formats and know-how, as well as and any underlying source code and object code related thereto. Customer expressly acknowledges that Customer has no right, title or interest in the Service or in any CodeHS Intellectual Property, other than the limited license to use the Service as provided herein.

Term
The term (“Term”) of this Agreement shall begin on date identified as the Effective Date on the Order Form and shall continue for the time period set forth in the Order Form, unless terminated by the parties in accordance with Section on Termination.

Suspension of Service
CodeHS may immediately suspend the Service if Customer and/or its Users have violated a law, the terms of this Agreement, or the CodeHS Terms of Service. CodeHS may try to contact Customer in advance, but it is not required to do so.

General
Any notice by a party under this Agreement shall be in writing and either personally delivered, delivered by facsimile or sent via reputable overnight courier (such as Federal Express) or certified mail, postage prepaid and return receipt requested, addressed to the other party at the address specified in the Order Form or such other address of which either party may from time to time notify the other in accordance with this Section. A copy of all notices to CodeHS shall be sent to: CodeHS, Inc., 1328 Mission St, Suite 8, San Francisco CA 94103. For purposes of service messages and notices about the Service, CodeHS may place a banner notice or send an email to an email address associated with an account. It is the User’s responsibility to ensure that a current email address is associated with their account. All notices shall be in English and shall be deemed effective upon receipt. If CodeHS is unable to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including, but not limited to, earthquakes, hacker attacks, actions or decrees of governmental bodies, changes in applicable laws, or communication or power failures, such obligations will be suspended so long as those circumstances persist. This Agreement shall be interpreted, governed and construed by the laws of the State of Delaware without regard to the actual state or country of incorporation or residence of Customer. CodeHS is acting in performance of this Agreement as an independent contractor to Customer. This Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and any prior representations, statements, and agreements relating thereto are superseded by the terms of this Agreement. CodeHS rejects additional or conflicting terms of any Customer form-purchasing document. Customer shall not assign this Agreement, in whole or in part, to any entity without CodeHS’s prior written consent. Any attempt to assign this Agreement, in whole or part, in contravention of this Section, shall be void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns. Any failure by either party to enforce the other party's strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. Customer agrees to allow CodeHS to use its name, logo and non-competitive use details in both text and pictures in its various marketing communications and materials, in accordance with Customer’s trademark guidelines and policies. Any terms that by their nature survive termination or expiration of this agreement, will survive. Nothing in this Agreement is intended to violate any law, rule or regulation. In the event that any terms or provisions of this Agreement are declared invalid or unenforceable by any Court of competent jurisdiction or any Federal, State or local government agency having jurisdiction over the subject matter of this Agreement, then (i) the remaining terms and provisions that are not affected thereby shall remain in full force and effect and (ii) the parties will promptly meet to negotiate substitute terms and provisions for those declared invalid.

Mediation and Arbitration
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof (any “Claim”), shall first be subject to mandatory, confidential mediation. The mediation process shall be initiated and conducted through the rules of the American Arbitration Association or through JAMS, and shall take place in San Francisco, California. In the event the mediation is not successful, the Claim shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided however, that each party will have a right to seek injunctive or other equitable relief in a court of law. The prevailing party will be entitled to receive from the nonprevailing party all costs, damages and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The parties hereby consent to the arbitration in the State of California in the city and county of San Francisco, California. The arbitration, and any results of the arbitration, shall be strictly confidential. Judgment may be entered in any court with competent jurisdiction. In proceeding in this manner, the parties acknowledge that they are waiving their right to have a jury or court decide the Claim, and that they are waiving their right to appeal any judgment made by the arbitrator.

EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.