Terms of Use

Last Updated Date: 6/23/21

These Prodigies Academy LLC (“Prodigies Academy”) Terms of Use (“Agreement”) govern your use of our Prodigies content, curriculum, software, products, and/or services (collectively, referred to as “Product” or “Products”) and any information or content appearing on or through the Products (collectively referred to as “Content”). By accessing or using the Products, you agree to the terms of this Agreement. If you have entered into another agreement with Prodigies Academy concerning specific Products, then the terms of that agreement controls where it conflicts with these terms. Prodigies Academy reserves the right, at any time, to modify, alter, update or remove portions of this Agreement. Please check and review this Agreement (as well as our Privacy Policy) from time to time as your continued use of the Product signifies your acceptance of any changed items.

Prodigies Academy complies with applicable law, including but not limited to the Family Educational Rights and Privacy Act (FERPA) and the Children’s Online Privacy Protection Act (COPPA). Prodigies Academy never collects Personally Identifiable Information (PII) directly from any user under the age of 13 without an authorizing adult (i.e. teacher, parent, district representative, or guardian) explicitly allowing PII to be collected. Furthermore, Prodigies Academy does not market or advertise to students under the age of 18.

Prodigies Academy is designed for K-5 grade educators. Prodigies Academy sells licenses to individual educators. Each educator account and its login information should be kept private. Student accounts can only be created by being attached/linked to an educator account.

1. YOUR LICENSE TO USE PRODIGIES ACADEMY’S PRODUCT/S

Subject to the terms and conditions of this Agreement and any agreement entered into by your institution relating to the Products, Prodigies Academy grants you a limited, non-exclusive, non-transferable, license to access and use the Products (so in this case you are a “Licensee”). You shall not (a) copy the Product or any part, feature, function or user interface thereof (b) use the Product to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights (c) attempt to gain unauthorized access to the Product or its related systems or networks; and/or (d) reverse engineer the Product (to the extent such restriction is permitted by law).

You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or other mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Products or Content.

Personal Information and Confidentiality: When creating an account, you agree to provide certain accurate and complete information (e.g. name, e-mail, school, district, etc.), and to update this information if it changes. You are responsible for keeping your Prodigies Academy login information/passwords confidential, as well as any passwords associated with any account used to access Prodigies Academy. You are solely responsible for any loss or damage due to misuse of your account, and if any misuse occurs, you agree to contact support@prodigiesacademy.com immediately.

One Account: You agree that you will only register for one account using one email address, and will not attempt to create or have multiple accounts, without the expressed permission from Prodigies Academy to do so. Prodigies Academy will never sell your email, data or personal information.

WhiteListing: The Licensee agrees to whitelist @prodigiesacademy.com to ensure the Products can function properly, and so that emails and other forms of communication can occur.

2. PRIVACY

Prodigies Academy current Privacy Policy (located at https://prodigiesacademy.com/privacy) is incorporated herein by reference and made part of this Agreement. You understand that through your use of the Products, you consent to the collection and use (as set forth in this Agreement, the Privacy Policy and any agreement entered into by your institution relating to the Product) of your information for hosting, processing and use by Prodigies Academy. The Prodigies Academy

3. PRODIGIES ACADEMY’S RIGHTS

All right, title, and interest in and to the Products and all underlying ideas, concepts, procedures, processes, principles, know-how, methods of operation, images, source code, and specifications related thereto, together with any updates, enhancements, modifications, improvements or derivatives works thereto, in each case including all copyrights, trade names, trademarks and other intellectual property rights therein (collectively, the “Prodigies Academy IP”), is, and shall remain the sole and exclusive property of Prodigies Academy. Certain Prodigies Academy IP is protected by United States copyright laws (and other laws relating to intellectual property). The Products are licensed, not sold, to you hereunder and, except for the express limited license rights granted to you in accordance with the terms of this Agreement, no right, title or interest in or to the Prodigies Academy IP is granted or otherwise transferred by Prodigies Academy in connection with this Agreement. Prodigies Academy shall have, and you hereby grant to Prodigies Academy, a royalty-free, perpetual, worldwide, non-exclusive, irrevocable right to use or incorporate into the Products and/or any specifications, without restriction or obligation, any suggestions, enhancements, recommendations or other feedback provided by you with respect to the Products.

4. INTELLECTUAL PROPERTY

Prodigies Academy is the sole and exclusive owner of our content and curriculum resources and our original works (“Materials”), with IP rights worldwide. This includes, but is not limited to, videos, songs, designs, lessons, activities, assessments, sounds, art, graphics, voiceovers, and instructional videos. Any reproduction or unauthorized use is prohibited. Any Prodigies Academy Materials, like original songs and videos, can be used for school productions, events, plays, recitals, or other non-commercial school functions are permitted, as long as Prodigies Academy is properly and appropriately credited.

Prodigies Academy creates and produces original Works, but it also may license certain content from third parties. Any third-party licensed content is only to be used for school-related educational purposes as intended with the License. If any other use for this third-party licensed content is desired, please contact support@prodigiesacademy.com for permission, though there are no guarantees permission will be granted, based on the nature, copyrights, and the scope of licensing for each piece of content.

Prodigies Academy allows Licensees to download certain content, for example, sheet music. Licensee agrees not to copy, share or distribute this downloaded content, as it is only to be used for school-related educational purposes. When the Licensee’s license expires, Licensee agrees to delete any downloaded content from their personal or school devices, or return it to Prodigies Academy.

5. TERMINATION

Prodigies Academy may suspend or terminate your account or cease providing you with access to our Products, without notice, for any conduct that Prodigies Academy, in its sole discretion, believes is in violation of any terms of this Agreement, and/or applicable law. The sections titled “Privacy,” “Your Content,” “Prodigies Academy’s Rights,” “Termination,” “Indemnification”, “Limitation of Liability, “Disclaimer of Warranties,” “Indemnification,” “Miscellaneous” shall survive any termination of this Agreement.

Prodigies Academy is not responsible for filtering or monitoring communication between Licensee and Students. You agree not to use the Prodigies Academy Platform for any unlawful purpose. You agree not to upload any materials that are illegal, threatening, pornographic, fraudulent, gross, obscene, bullying, defamatory, degrading, intimidating, hateful, explicit language, and/or ethnically or racially offensive. You agree not to infringe on Prodigies Academy trademarks, copyrights, patents, trade secrets, or other proprietary rights.

6. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Prodigies Academy and Prodigies Academy’s officers, directors, employees, agents, and representatives, from and against any and all claims, damages, expenses, judgments, fines, and amounts paid in settlement in connection with any proceeding arising from your breach of this Agreement or your use of the Products (except for any gross negligence on the part of Prodigies Academy).

7. USER GENERATED CONTENT

Prodigies Academy allows users (e.g. educators and/or students) to create new content, audio and/or video files (“Work/s”) and upload them to Prodigies Academy (the “Prodigies Academy Platform”). The copyright and all normal rights of ownership for each Work is owned by the Creator of that Work. No Work can be shared or used for any purpose other than its original intent without the permission of the Creator of that Work. Furthermore, it is assumed that for any Work not directly recorded in the Prodigies Academy Platform by the user and/or for any Work that is recorded in the Prodigies Academy Platform by the user that isn’t original, and/or for any Work not recorded in the Prodigies Academy Platform by the user but that is uploaded to the Prodigies Academy Platform by the user, that the user has secured all rights to do so. Prodigies Academy is not responsible for any infringement of intellectual property by its users.

Prodigies Academy will store in secure “cloud” storage certain types of User Generated Content, including video and/or audio Lessons, Practices, Assessments, and Tracks (as part of any multi-track composition or other), and other video/audio files that may be uploaded to Prodigies Academy from time to time. All Works are owned by the Creator of each Work, and if the Creator desires to maintain physical/personal ownership of these files (other than only in Prodigies Academy cloud storage), it is the responsibility of the Creator to save and store each Work on their own local storage device as they deem necessary or desirable. Prodigies Academy makes no guarantees of storing any Works indefinitely or for any specific period of time.

8. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE

We respect the intellectual property rights of others, and require that the people who use the Products do the same. We may terminate the use privileges of users who are infringers of intellectual property rights. Accordingly, you may not store any material or content on, or disseminate any material or content over, the Products in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by U.S. copyright law. Owners of copyrighted works who believe that their rights under U.S. copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 ( the “DMCA”) to report alleged infringements. If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please forward the following information ( or any statement in conformance with the DMCA) to the contact information that is provided below:

1. Your name, address, telephone number, and email address;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of the allegedly infringing material and information reasonably sufficient to permit us to locate the material;
4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
5. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright that is allegedly infringed; and
6. A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf:

Prodigies Academy LLC
Attn: Copyright Agent / Contracts Department
Address: 14600 Woodbluff Trace, Louisville, KY 40245
Phone: 800.515.6490
Email: support@prodigiesacademy.com

Prodigies Academy will respond to claims of intellectual property misuse, consistent with the United States Digital Millennium Copyright Act. Anyone making misrepresentations when making our countering copyright infringement claims will be liable for damages.

9. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF OUR PRODUCTS IS AT YOUR SOLE RISK, AND OUR PRODUCTS ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, QUALITY, PRODUCTIVENESS OR CAPACITY, OR THAT THE OPERATION OF THE SOFTWARE INCLUDED WITHIN THE PRODUCTS WILL BE ERROR FREE. ALL OTHER WARRANTIES RELATING TO THE PRODUCTS OR THIS AGREEMENT ARE HEREBY EXPRESSLY DISCLAIMED BY PRODIGIES ACADEMY. PRODIGIES ACADEMY MAKES NO WARRANTY OR REPRESENTATION THAT (A) THE PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR (C) ANY ERRORS IN THE PRODUCTS WILL BE CORRECTED.

IN CONNECTION WITH USING OUR PRODUCTS, YOU MAY PURCHASE OTHER PRODUCTS AND/OR SERVICES FROM, AND/OR PARTICIPATE IN PROMOTIONS OF, THIRD PARTIES. TRANSACTIONS RELATING TO ANY SUCH THIRD PARTY PRODUCTS, SERVICES AND/OR PROMOTIONS, AND ANY TERMS ASSOCIATED THEREWITH, ARE SOLELY BETWEEN YOU AND THE RELEVANT THIRD PARTIES. PRODIGIES ACADEMY DOES NOT SUPPORT, ENDORSE OR MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING, ANY SUCH THIRD PARTY PRODUCTS, SERVICES AND/OR PROMOTIONS, AND IN NO EVENT WILL PRODIGIES ACADEMY HAVE ANY LIABILITY WHATSOEVER IN CONNECTION THEREWITH.

IN NO EVENT WILL PRODIGIES ACADEMY, ITS DEVELOPERS, OR ITS SUPPLIERS BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITY, LOST SAVINGS, LOSS OF GOODWILL, LOST BUSINESS, LOSS OF ANTICIPATED BENEFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF OR DAMAGE TO DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE PRODUCTS OR THE PROVISION OF SERVICES, EVEN IF PRODIGIES ACADEMY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PRODIGIES ACADEMY, ITS DEVELOPERS’ OR SUPPLIERS’ ENTIRE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT EXCEED THE GREATER OF TWENTY FIVE DOLLARS ($25) OR THE AMOUNT YOU ACTUALLY PAID PRODIGIES ACADEMY IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS DO NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

10. MISCELLANEOUS

Force Majeure. Prodigies Academy shall not be liable for any delay or failure to perform any obligation hereunder due to causes beyond its control, including without limitation, war, riot, insurrection, civil commotion, terrorist activity, fire, industrial disputes of whatever nature, acts of nature, computer crimes, epidemics, acts or omissions of third party vendors or suppliers, equipment failures, public enemies of government, failure of telecommunications, system malfunctions, fire, or other casualty.

Waiver and Severability. Waiver by Prodigies Academy of any default or breach by you of any provision contained in this Agreement does not constitute a waiver of any subsequent default or breach of the same or any other provision of this Agreement. If any part of this Agreement shall be held invalid, illegal, in conflict with any law, or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement will nevertheless remain in full force and effect.

No Third Party Beneficiaries. The parties do not intend to confer any right or remedy on any third party.

Entire Agreement. Except where you or your institution have entered into a specific agreement with Prodigies Academy and/or for particular Products, this Agreement and our Privacy Policy contains the entire understanding and the entire and exclusive agreement between Prodigies Academy and you regarding the subject matter of this Agreement, and this Agreement supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between Prodigies Academy and you with respect to the subject matter of this Agreement.

Assignment. You may not assign this Agreement to any third party without the prior written consent of Prodigies Academy. Any such purported assignment shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, and permitted assigns, if any. Prodigies Academy may assign its rights and obligations under this Agreement to a third party without your consent.

Controlling Law and Venue. This Agreement shall be construed and controlled by the laws of the Commonwealth of Kentucky, without giving effect to principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed and shall not apply to this Agreement. Courts located in Louisville, Kentucky, shall be the exclusive forum for any litigation arising out of this Agreement. You waive any objections to venue, personal jurisdiction, or forum non conveniens.

Acceptable Use

No Unlawful Activity: As a condition of use by the Licensee of the Prodigies Academy Resources, you will not use the Prodigies Academy resources for any unlawful purpose. You will not upload any materials that are threatening, pornographic, obscene, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, violate any law or is otherwise inappropriate for the profession of educating children in grades PK-8. You may not use the Prodigies Academy resources or platform in any manner that, in our sole discretion, could damage, disable, overburden, impair or interfere with any other licensed party’s use of them. In addition, you agree not to use false or misleading information in connection with your licensed account, and acknowledge that we reserve the right to disable any Licensee’s account with a profile which we believe (in our sole discretion) is false or misleading.

Messaging, Chat, Communications Features: The Prodigies Academy platform provides several communication tools, including video record (teacher and student record) and teacher-student chat mechanisms. By posting information or otherwise using any open communication tools as mentioned, you agree that you will not upload, post, share, or otherwise distribute any content that: (i). is illegal, threatening, defamatory, harassing, degrading, intimidating, fraudulent, racist, and pornographic or contains any type of inappropriate or explicit language; (ii). infringes any trademark, copyright, trade secret, or other proprietary right of any party; or (iii). attempts any type of unauthorized advertising. Prodigies Academy does not accept any liability for the unauthorized actions of licensed users. Prodigies Academy is not responsible for filtering or monitoring use by Licensee of chat or messaging features between Licensee and students for whom they are responsible.