Project Read AI Terms of Use

Project Read AI Inc. (“Project Read,” “we” or “us”) has developed a software service which contains educational content for grades K-12 which leverages artificial intelligence functionality. (“Service”) Users can access and use the Service via our online AI Tutor digital learning application (“Project Read AI App”). We also provide information about our Service and the Project Read App on our website (“www.projectread.ai”):

The goals of the Service and the Project Read App are to:

• Provide Schools with password-protected access to the educational content of the Service for use in their curricula by their authorized Users;
• Permit Schools to give their Students password-protected access and other access to educational content for use in connection with their studies; and
• Provide general content and informational services to visitors to our Site who are interested in learning more about our Service or our Project Read App.

PLEASE READ THESE TERMS CAREFULLY.

IF YOU CHOOSE TO DOWNLOAD AND USE OUR SERVICE THROUGH THE PROJECT READ APP OR OUR WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREE TO ABIDE BY THESE TERMS AND ARE ENTERING INTO A BINDING AGREEMENT WITH PROJECT READ. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS, YOU MAY NOT USE THE PROJECT READ AI APP, THE SITE OR THE SERVICE.

1. Description of the Service

The Service consists of (i) certain software and (ii) certain Online Educational Content. The Online Educational Content has two components (i) a password-protected area that provides Online Educational Content which is only available to Administrators, Teachers and Students (collectively “Users”) who hold requisite passwords for their use (“Password Protected Pages”); and (ii) an open area, which provides general information and certain educational content to Users without password requirements (“Open Pages”).

2. Authorization to Use the Service

If you are an administrator or teacher (collectively “Educators”), you must receive permission from the School in which you work to use the Password Protected Pages of the Service. For purposes of this these Terms, “School” means (i) an educational institution in a contractual relationship with Project Read permitting use of the Service; and (ii) home schooling parents, tutoring centers and other formal and informal learning programs that similarly have entered into a contractual relationship with Project Read permitting use of the Service. If you have not received authorization from the School, you may not use the Password Protected Pages of the Service. If you have authorization to use the Password Protected Pages of the Service, you must comply with these Terms.

3. Nature of Service; Innovation

3.1. We provide technical descriptions of the features and functions of our Service in help-screens, via Technical Support, and in other materials (collectively, “Documentation”). We may revise our Documentation from time to time to describe updates to our content-delivery mechanisms, either before we release the update or within a reasonable time after release.

3.2. Because we seek to provide innovative and useful online learning experiences for Educators and individuals receiving educational instruction via our learning application (“Students”), we may update the content of the Service or alter the methods that we deliver School-Designated Content from time to time in our sole discretion.

4. Use of Passwords

Upon your registration to use the Service, you will be required to create a username and password (your “Password”) to use the Password Protected Pages of the Service. You should not share your Password with anyone else and notify us immediately if you suspect that someone else is using your Password. If you forget your password: (i) Educators should contact Technical Support for assistance in recovering the password, and (ii) Students should contact their Teacher or Administrator for password recovery support.

5. Acceptable Use Policy

In using the Service, you may not:

(a) copy, modify or make derivatives or improvements of the Service, content on the App or our Site or any or any other Documentation that we make available when you use the Service;

(b) use the Service to store or transmit a program, routine or device designed to delete, disable, deactivate, interfere with, prevent access to, or otherwise harm any software, program, data, device, system, or service, including without limitation, any ‘time bomb, virus, drop dead device, malicious logic, worm, malware, Trojan horse or trap or back door;

(c) use the Service to store or transmit any infringing, defamatory, libelous, obscene, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights or other rights;

(d) disassemble, reverse engineer, decompile, translate, or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Service;

(e) sell, assign, transfer, sublicense, lease, pledge, distribute, rent, or otherwise share your rights under these Terms, or include the Service in a service bureau or outsourcing offering;

(f) modify, obscure, or remove any product identification or proprietary notices on the Service, including any Content;

(g) modify the Service or incorporate the Service into or with other software or software services;

(h) interfere with the operation of the Service;

(i) copy or create derivatives of the Content or the Documentation

(j) bypass, breach or disable any usage limit, security device, copy control or digital rights management tool or other protection used in the Service or the Content;

(k) access or use the Service for the purposes of benchmarking or competitive analysis, or developing any competitive product or service; or

(l) use the Service in violation of any applicable law, regulation, rule, or these Terms.

6. Our Rights

We have the right to take any of the following actions in our sole discretion without providing any prior notice to you and without liability to you or any third party: (a) change or terminate all or any part of the Service; (b) restrict or terminate your access to or ability to use all or any part of the Service; (c) refuse, move or remove anything that is available on or through the Service; or (d) deny access to or the ability to use the Service to anyone at any time in our sole and absolute discretion.

7. Intellectual Property Rights

7.1. Ownership of Service and Site. The Service, the Site, the Project Read AI App and all related electronic textbooks, graphics, animations, video recordings, audio recordings, artwork, and other educational content Project Read makes available through the Service via Password-Protected Pages. (collectively the “Online Educational Content” is exclusively owned by Project Read (or its licensors), including all related rights under patent law, copyright law, trade secret law, and trademark law (“Project Read Intellectual Property”).

7.2. License to Use the Service. Subject to your authorization to use the Service and your compliance with these Terms, Project Read grants you a non-exclusive, limited license during the term of our agreement with your School to access and use the Service selected by your School, and the portion of the Online Educational Content licensed by the School (“School-Designated Content”). You agree you shall not attempt to or duplicate, publish, display, distribute, modify, or create derivative works of the Service and any Online Educational Content unless otherwise agreed to in writing between the School and Project Read

7.3. Ownership of User Content. Certain features of the Service provide Educators and Students the ability to create, upload or post content they have created (“User Content”). We do not claim ownership in User Content. Each User that uploads User Content represents and warrants to Project Read that (a) the User has the authority to post the User Content, (b) the User Content is not offensive, obscene, defamatory and does not contain hate speech, (c) the User Content does not violate the intellectual property rights or privacy rights of a third party and (d) the User Content will not violate applicable law or the rights of others. If you submit User Content that violates these rules, we have the right to immediately suspend or terminate your use of the Service and to take down the offending User Content.

7.4. Protection of the Service. In order to protect our Service, we reserve the right in our sole discretion (i) to monitor your use of the Service and the User Content, (ii) to restrict or foreclose access to certain areas of the Service or other resources, and (iii) to take other actions we deem necessary to protect our Service and its Online Educational Content, including all related intellectual property rights.

7.5. Student Records. To the extent User Content constitutes (in whole or in part) a Student Record, such Student Record shall be the property of and under the control of the School. For so long as a Student uses the Service, the Student can obtain a copy of that Student’s User Content by using the download feature available through the Service, or if such features are not available, by contacting us in accordance with Section 13.15 (Contact Us).

7.6. Limited Operations Use. You grant us the right to collect and store the User Content you submit using the Service in order to operate the Service.

7.7. Contact for Alleged Copyright Infringement. Project Read respects the intellectual property rights of others and requires that its users do the same. If you believe that content available on the Site constitutes infringement of a work protected by copyright, please contact us at info@projectread.ai

8. Technical Support

We offer certain technical support for our Service to Educators and Students who are subscribed to use the Service. This support can be obtained by contacting us as provided below (“Technical Support”). If you have questions concerning the hours when Technical Support is available, or other terms applicable to Technical Support, please feel free to ask our Technical Support personnel. Attention: Tech Support Phone: 800.323.9239 Email: support@projectread.ai

9. Submission of Feedback

If you choose to provide us with feedback or ideas on our Service, including any Online Educational Content, (collectively, “Feedback”) you acknowledge and agree (i) that you have no expectation of review, compensation or consideration of any type for the Feedback; and (ii) we will be free to use and exploit such Feedback in our discretion and without compensation or obligation to you.

10. Protection of Student Personal Information

We collect, use, store and share personal information as described in our Privacy Policy.

11. Express Limited Warranty; Warranty Disclaimers

11.1. Express Limited Warranty: Project Read warrants that the Service and, as applicable, the Project Read AI App will substantially conform to the Documentation.

11.2. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 11.1, THE SERVICE, THE DOCUMENTATION, THE PROJECT READ AI APP, THE ONLINE EDUCATIONAL CONTENT AND THE SITE ARE PROVIDED “AS IS”. PROJECT READEXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICE, THE DOCUMENTATION, THE PROJECT READ AI APP THE ONLINE EDUCATIONAL CONTENT AND THE SITE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROJECT READ MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, THE DOCUMENTATION, THE PROJECT READ AI APP, THE SITE AND THE ONLINE EDUCATIONAL CONTENT WILL MEET SCHOOL’S, A USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

11.3. Availability. THE SERVICE AND THE PROJECT READ AI APP MAY NOT BE AVAILABLE DUE TO FACTORS BEYOND THE CONTROL OF PROJECT READ SUCH AS THE NEED FOR PERIODIC SYSTEM MAINTENANCE, A FORCE MAJEURE EVENT, UNAUTHORIZED ACCESS, VIRUSES OR MALWARE, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICE AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION OR UNAVAILABILITY OF THIRD PARTY CLOUD SERVICES AND PROJECT READ SHALL NOT BE LIABLE TO YOU FOR ANY SUCH AVAILABILITY INTERRUPTIONS.

12. Limitation of Liability

12.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THESE TERMS FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, LOST PROFITS, LOST REVENUES, EXEMPLARY OR PUNITIVE DAMAGES (EVEN IF PREVIOUSLY APPRISED OF THE POSSIBILITY THEREOF), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTORY OR ANY OTHER LEGAL THEORY.

12.2. PROJECT READ’S TOTAL LIABILITY TO A SCHOOL, AN EDUCATOR, A STUDENT OR ANY USER UNDER THESE TERMS FOR ANY AND ALL CLAIMS OR LOSSES ARISING OUT OF OR RELATING TO THE SERVICE, THE PROJECT READ AI APP, THE ONLINE EDUCATIONAL CONTENT, THE SITE OR THE SUBJECT MATTER OF THESE TERMS SHALL IN NO EVENT EXCEED THE FEES ACTUALLY PAID BY A SCHOOL TO PROJECT READ FOR THE SERIVCE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT GIVING RISE TO THE CLAIM.

12.3. Exclusions. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY WITH RESPECT TO ANY OF THE FOLLOWING: (i) BREACH OF THE CONFIDENTIALITY OBLIGATIONS IN THESE TERMS; OR (ii) ANY DAMAGES RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

13. Indemnification

School shall defend Project Read and its officers, directors, employees, agents and attorneys (“Indemnified Parties”) from and against any third-party demand, claim, allegation or legal proceeding (“Claim”) and pay any damages, verdicts, settlements, losses, fines, penalties and attorney’s fees and costs that are sustained or incurred by, or asserted against, Project Read or any of its Indemnified Parties arising out of or related to the subject matter of these Terms.

14. Confidentiality

(a) Confidential Information Defined. The Parties will have access to certain confidential information of the other parties. “Confidential Information” means any information prepared for or delivered from one Party to the other Party that: (i) is marked or designated by as “confidential” or “proprietary”; (ii) is disclosed orally or visually provided that such information is identified at the time of disclosure as proprietary or confidential; or (iii) is known, or should be known to a reasonable person given the contents and circumstances of the disclosure, as being treated as confidential or proprietary, even if a party fails to take the actions specified in (i) and (ii) with respect to such information. For clarity, Confidential Information does not include any Feedback or any information collected by Project Read on a de-identified basis.

(b) Non-Disclosure. A Party receiving access to Confidential Information (“Receiving Party”) from a Party disclosing the Confidential Information (“Disclosing Party”) shall keep the Confidential Information of the Disclosing Party in strict confidence. The Receiving Party shall not, without the prior written consent of the Disclosing Party, disclose the Disclosing Party’s Confidential Information to any third party (other than to the Receiving Party’s employees, agents or representatives on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein).

(c) Use of Confidential Information. The Receiving Party shall not use Confidential Information except and solely for the performance of the Receiving Party’s obligations under these Terms.

(d) Protection of Confidential Information. The Receiving Party shall use the same degree of care when handling the Disclosing Party’s Confidential Information as it uses to protect its own Confidential Information, and in no event with less than a reasonable degree of care.

(e) Exceptions. Confidential Information excludes information that demonstrably: (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party; (ii) was possessed by the Receiving Party prior to being furnished by the Disclosing Party, provided that the source of such information was not known by the Receiving Party to be bound by a confidentiality agreement with, or other obligations of confidentiality to, the Disclosing Party or any third party with respect to such information; (iii) is independently developed by the Receiving Party without breach of these Terms; or (iv) becomes available to the Receiving Party from a source other than the Disclosing Party that is permitted to disclose such information, provided that such source is not bound by a confidentiality agreement with, or other obligation of confidentiality to, the Disclosing Party or any third party with respect to such information.

(f) Required Disclosures. If the Receiving Party receives a subpoena or other legal process requesting Confidential Information of the Disclosing Party, the Receiving Party shall (except when prohibited by law), (i) prior to disclosing such Confidential Information, give the Disclosing Party reasonable prior written notice to permit the Disclosing Party the ability to seek a protective order; and (ii) in all cases, the Receiving Party may only disclose only that information that is legally required to be disclosed. Any of the Disclosing Party’s Confidential Information the Receiving Party discloses pursuant to this Section 14(f) shall remain subject to the confidentiality requirements under these Terms for all other purposes.

(g) Remedies. The Parties agree that the Disclosing Party may suffer irreparable harm if the Disclosing Party’s Confidential Information were to be disclosed to third parties, or if any use were to be made of such Confidential Information other than as permitted under these Terms. The Parties agree that the Disclosing Party shall have the right to seek injunctive relief upon any violation or threatened violation of the terms of this Section 14, in addition to all other rights and remedies available at law or in equity, without having to post a bond or other security.

(h) Return/Destruction of Confidential Information. Except as otherwise set forth in these Terms, upon the expiration or termination of these Terms for any reason, or upon the Disclosing Party’s written request, the Receiving Party shall return to the Disclosing Party all Confidential Information of the Disclosing Party, together with any copies thereof, or, if requested by the Disclosing Party, destroy the same. Upon the Disclosing Party’s request, the Receiving Party shall provide written certification of its compliance with this Section 14(h).

(i) Survival of Confidentiality Obligations. The Receiving Party’s obligation to maintain the confidentiality of the Disclosing Party’s Confidential Information shall be in effect during the term and for a period of 3 years after the expiration or earlier termination of these Terms. Notwithstanding anything to the contrary in these Terms, the obligations of confidentiality with respect to a trade secret of the Disclosing Party, shall continue in effect so long as such Disclosing Party protects such Confidential Information as a trade secret under applicable trade secret laws.

15. General Provisions

15.1. Subcontractors. We may subcontract the performance of certain of our duties or obligations under these Terms to one or more subcontractors. We will be responsible for the acts and omissions of each subcontractor to the same extent as if such acts or omissions were those of Project Read.

15.2. Notices. School shall provide an email address for notices under these Terms. All notices or other communications permitted or required to be given under these Terms shall be sent by email to the email address provided by the other Party for such purpose (with proof of receipt) and shall be deemed given when sent. Notices to Project Read shall be sent to [INSERT]

15.3. Governing Law and Venue. These Termsare governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice of law provision. Any legal suit, action, or proceeding arising out of or relating to these Terms or the licenses granted hereunder will be instituted exclusively in the United States District Court for the Northern District of California or the applicable trial courts in San Francisco, California and each Party irrevocably submits to the jurisdiction of such courts in any suit, action, or proceeding.

15.4. Export Restrictions. Neither School nor any of its Users may remove or export from the United States or allow the export or re-export of the Service or anything related thereto, or any direct product thereof, in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

15.5. Commercial Software. As defined in FAR section 2.101, the Service and the Project Read AI App including the Documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms.

15.6. Relationship of the Parties. It is expressly agreed that the Parties are independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture, or agency. Neither Party shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of such other Party.

15.7. Amendment and Modification. No modifications or amendments to these Terms shall be valid except by written amendment signed by both parties authorized representatives.

15.8. Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by both parties.

15.9. Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

15.10. Force Majeure. In no event shall Project Read be liable to School or any of its Users, or be deemed to have breached these Terms, for any failure or delay in performing Project Read AI’s obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond Project Read’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, epidemic or pandemic, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo, or other similarly disruptive events, whether or not such events are of a similar type or nature to the previously listed events (collectively a “Force Majeure Event”).

15.11. Survival. The provisions of these Terms which by their nature are intended to survive the expiration or earlier termination of these Terms shall continue as valid and enforceable obligations of the Parties notwithstanding any such termination, cancellation, completion, or expiration. Without limiting the foregoing, the provisions regarding confidentiality, defense and payment and limitations of liability shall survive the expiration or earlier termination of these Terms.

15.12. Entire Agreement. These Terms, together with any Order Form and any other documents incorporated by reference, constitute the sole and entire agreement of the parties with respect to their subject matter and supersede all prior and contemporaneous understandings, agreements, representations, discussions and warranties, both written and oral, with respect to such subject matter.

15.13. No Exclusivity. Nothing herein shall restrict Project Read’s right to contract with any third party to provide products and/or services similar to those provided by Project Read to School and its Users under these Terms.

15.14. Counterparts. These Terms may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of these Terms delivered electronically shall be deemed to have the same legal effect as delivery of an original signed copy of these Terms.

15.15. Contact Us. You may contact us with questions concerning these Terms at:

Project Read AI Inc.
555 Bryant St., STE 197
Palo Alto, CA 94301
info@projectread.ai