Parent Terms of Service
Last Modified: May 6th 2021
Welcome to MarcoPolo for Families
MarcoPolo (“MarcoPolo,” “we,” “our,” or “us”) operates a service that allows your child to access educational and entertaining videos, games and other content offered in conjunction with your child’s school curriculum when your child’s school (“School”) subscribes to a MarcoPolo offering, and for you to track your children's progress and use of this content. We make this service available through our website at www.marcopololearning.com (the “Site”), the World School mobile application (the "App" and collectively, with the Site, the "Service"), and an authorized third party may provide you access to the Service through another online portal.This page explains the terms and conditions which govern your relationship with us when you use the Service. Nothing in these Parent Terms of Service (these “Terms” or this “Agreement”) prevents you from accessing or purchasing additional MarcoPolo offerings outside the scope of this curriculum-based offering. If you do purchase an additional offering, our separate terms and conditions located at https://www.marcopololearning.com/terms.html will apply to your use of that offering.It is important that you read and understand the terms that apply to you when you use the Service before using the Service.
You acknowledge and agree that, as provided in greater detail in this Agreement:
1) The App is licensed, not sold to you, and you may use the Service only as set forth in this Agreement;
2) The Service is provided “As Is” without warranties of any kind and MarcoPolo’s liability to you is limited;
3) MarcoPolo reserves the right to modify this Agreement and will provide notice of these changes as described below; and
4) Disputes arising under this Agreement will be resolved by binding arbitration and that THIS AGREEMENT CONTAINS A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND A RIGHT TO BRING A CLAIM AS PART OF A CLASS.1.
The Service is operated by MarcoPolo Learning, Inc., registered at 115 Broadway, 7th Floor, New York, NY, 10006, United States.The Service enables you and those minor children over whom you have parental responsibility, whether as a parent, guardian or otherwise (“Child” or “Children”) to access educational and entertaining videos, games and other content, and for you to view and track your Child's use of the Service in connection with subscription-based use of the Service by your Child’s School.
You may use the Service only if you can form a binding contract with MarcoPolo, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Except as provided under Section 1.4 of this Agreement, any use or access to the Service by anyone under eighteen (18) years of age is strictly prohibited and in violation of this Agreement. The Service is not available to any users previously removed from the Service by MarcoPolo.
1.2. Limited License
Subject to the terms and conditions of this Agreement, and subject to the School’s valid subscription to the Service, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable (except as provided in Section 1.4 of this Agreement) freely revocable license to use the Service for your personal, noncommercial use and only as permitted by the features of the Service during the term of the School’s subscription. MarcoPolo reserves all rights not expressly granted herein in the Service and the MarcoPolo Content (as defined below). MarcoPolo may terminate this license at any time for any reason or no reason.
1.3. User Accounts
Your account on the Service (your "User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.You may never use another user’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your User Account. You must notify MarcoPolo immediately of any breach of security or unauthorized use of your User Account. MarcoPolo will not be liable for any losses caused by any unauthorized use of your User Account.You may control your user profile and how you interact with the Service by changing the settings in your Parents’ Settings area. By providing MarcoPolo your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your Parents’ Settings area. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
1.4 Child Profiles
1.5. Changes to the Service
Subject to our agreement with your School, we may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
1.6. California Residents
The provider of services is MarcoPolo Learning, Inc. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
2. User Content
Some areas of the Service allow users to create, submit, post, display, provide, or otherwise make available content such as profile information, videos, images, music, comments, questions, and other content or information (any such materials a user creates, submits, posts, displays, provides, or otherwise makes available on the Service is referred to as “User Content”).
WE CLAIM NO OWNERSHIP RIGHTS OVER USER CONTENT CREATED BY YOU. THE USER CONTENT YOU CREATE REMAINS YOURS.
By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to MarcoPolo a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and MarcoPolo’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.In connection with your User Content, you affirm, represent and warrant the following:
i) You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
ii) You have obtained and are solely responsible for obtaining all consents as may be required by law to Post any User Content relating to third parties.
iii) Your User Content and MarcoPolo’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
iv) MarcoPolo may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
v) To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
MarcoPolo takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for Children, or otherwise unsuited to your purpose, and you agree that MarcoPolo shall not be liable for any damages you allege to incur as a result of or relating to any User Content.
3. Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other users (the “MarcoPolo Content”), and all Intellectual Property Rights related thereto, are the exclusive property of MarcoPolo and its licensors (including other users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any MarcoPolo Content. Use of the MarcoPolo Content for any purpose not expressly permitted by this Agreement is strictly prohibited.You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place MarcoPolo under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, MarcoPolo does not waive any rights to use similar or related ideas previously known to MarcoPolo, or developed by its employees, or obtained from sources other than you.The Service contains data, information, and other content not owned by you, such as reputational or status indicators in-world currency, and/or fictional property representing virtual achievements (for instance, trophies or powers) (“MarcoPolo Property”). You understand and agree that regardless of terminology used, MarcoPolo Property represents a limited license right governed solely by the terms of this Agreement and available for distribution at MarcoPolo’s sole discretion. MarcoPolo Property is not redeemable for any sum of money or monetary value from MarcoPolo at any time. You acknowledge that you do not own the User Account you use to access the Service, nor do you possess any rights of access or rights to data stored by or on behalf of MarcoPolo on MarcoPolo servers, including without limitation any data representing or embodying any or all of your MarcoPolo Property. You agree that MarcoPolo has the absolute right to manage, regulate, control, modify and/or eliminate MarcoPolo Property as it sees fit in its sole discretion, in any general or specific case, and that MarcoPolo will have no liability to you based on its exercise of such right. All data on MarcoPolo’s servers are subject to deletion, alteration or transfer. Notwithstanding any value attributed to such data by you or any third party, you understand and agree that any data, User Account history and User Account content residing on MarcoPolo’s servers, may be deleted, altered, moved or transferred at any time for any reason in MarcoPolo’s sole discretion, with or without notice and with no liability of any kind. MarcoPolo does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on MarcoPolo’s servers.
4. Text Messaging
You may sign up to receive certain MarcoPolo notifications or information via text messaging. You may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. IF YOU WISH TO OPT OUT OF ALL TEXT MESSAGES FROM MARCOPOLO, YOU CAN EMAIL HELP@MARCOPOLOLEARNING.COM, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing texts is not a condition of any purchase or use of the service.
5. Push Notifications
When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when the app is not on. You can turn off notifications by visiting your mobile device’s “settings” page.
MarcoPolo cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
8. Third-Party Links and Information
You agree to defend, indemnify and hold harmless MarcoPolo and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
10. No Warranty
The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from MarcoPolo or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, MarcoPolo, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service. Further, MarcoPolo does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and MarcoPolo will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall MarcoPolo, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will MarcoPolo be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.To the maximum extent permitted by applicable law, MarcoPolo assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; (vii) User Content, including without limitation any content created by or uploaded by the School or their personnel; and/or (viii)the defamatory, offensive, or illegal conduct of any third party. In no event shall MarcoPolo, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the greater of either: (i) the amount you paid to MarcoPolo hereunder in the six (6) months preceding the event which first gave rise to liability; or (ii) $100.00.This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if MarcoPolo has been advised of the possibility of such damage.Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
12. Governing Law
12.1 Governing Law
This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in New York County, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights, as set forth in the Dispute Resolution and Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that New York County, New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
13. Dispute Resolution and Arbitration
In the interest of resolving disputes between you and MarcoPolo in the most expedient and cost effective manner, and except as described in Section 13.2 and 13.4, you and MarcoPolo agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MARCOPOLO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Despite the provisions of Section 13.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an Intellectual Property Rights infringement claim.
If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 13 within 30 days after the date that you agree to these Terms by sending a letter to MarcoPolo Learning Inc., Attention: Legal Department – Arbitration Opt-Out, 115 Broadway, 7th Floor, New York, NY, 10006, United States that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once MarcoPolo receives your Opt-Out Notice, this Section 13 will be void and any action arising out of these Terms will be resolved as set forth in Section 12. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
Any arbitration between you and MarcoPolo will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting MarcoPolo. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
13.5 Notice of Arbitration; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). MarcoPolo’s address for Notice is: MarcoPolo Learning Inc., 115 Broadway, 7th Floor, New York, NY, 10006, United States. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or MarcoPolo may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or MarcoPolo must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by MarcoPolo in settlement of the dispute prior to the award, MarcoPolo will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000.
If you commence arbitration in accordance with these Terms, MarcoPolo will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in the county and state of your residence, but if the claim is for US$10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse MarcoPolo for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
13.7 No Class Actions
YOU AND MARCOPOLO 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. Further, unless both you and MarcoPolo agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
13.8 Modifications to this Arbitration Provision
If MarcoPolo makes any future change to this arbitration provision, other than a change to MarcoPolo’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to MarcoPolo’s address for Notice of Arbitration, in which case your account with MarcoPolo will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If Section 13.7 or the entirety of this Section 13 is found to be unenforceable, or if MarcoPolo receives an Opt-Out Notice from you, then the entirety of this Section 13 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 12 will govern any action arising out of or related to these Terms.
14. Additional Terms for Mobile Applications
14.1. Mobile Applications
We may make available software to access the Service via a mobile device (“Mobile Applications”). To use any Mobile Applications you must have a mobile device that is compatible with the Mobile Applications. MarcoPolo does not warrant that the Mobile Applications will be compatible with your mobile device. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. MarcoPolo hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for one MarcoPolo Account on one mobile device owned or leased solely by you for your personal use and for your Children’s use as provided in Section 1.4 of this Agreement. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Applications; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of the Mobile Applications; or (v) delete the copyright and other proprietary rights notices on the Mobile Applications. You acknowledge that MarcoPolo may from time to time issue upgraded versions of the Mobile Applications, and may automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof, and MarcoPolo or its third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. MarcoPolo reserves all rights not expressly granted under this Agreement. If a Mobile Application is acquired on behalf of the United States Government, then the following provision applies. The Mobile Applications will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms and is prohibited except to the extent expressly permitted by these Terms. The Mobile Applications are subject to United States export laws and regulations. The Mobile Applications may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Applications may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Applications and the Service.
14.2 Mobile Applications from Apple App Store
The following applies to any Mobile Applications you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and MarcoPolo, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to MarcoPolo as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to MarcoPolo as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s Intellectual Property Rights, MarcoPolo, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such Intellectual Property Rights infringement claim to the extent required by this Agreement. You and MarcoPolo acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MarcoPolo without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
15.2 Notification Procedures and Changes to the Agreement
MarcoPolo may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by MarcoPolo in our sole discretion. MarcoPolo reserves the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain means of notification as described in this Agreement. MarcoPolo is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. MarcoPolo may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after the posting or notice to you of the revisions unless otherwise stated. If a change to this Agreement materially modifies your rights or obligations, we may require that you accept the modified Agreement in order to continue to use the Service. If you do not agree to any of these Terms or any future Terms, do not use or access (or continue to access) the Service.
15.3 Entire Agreement/Severability
This Agreement, together with any amendments and any additional agreements you may enter into with MarcoPolo in connection with the Service, shall constitute the entire agreement between you and MarcoPolo concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except as set forth in Section 13.9.
15.4 No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and MarcoPolo’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact us at firstname.lastname@example.org any questions regarding this Agreement.