TERMS OF USE

Thank you for visiting kodalearning.com, the website of Koda Learning, LLC, a Washington limited liability company (“Koda Learning”). This website lists Koda Learning’s app(s) (“App”).

1.​ Acceptance of Terms

Please read these terms of use (“Terms”) carefully as they govern your access, download, installation, or use (collectively or individually as the context may require, “Use”) of the App. By Using any App, you agree to be bound by these Terms and represent that you are (i) 18 years old (or such other age at which majority is reached in your country) or older, and (ii) capable of entering into a legally binding agreement. If you are Using the App on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that the Organization you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to you and that the Organization. If you disagree with any part of the Terms, then you may not Use any App.

2.​ Changes

Koda Learning reserves the right, at its sole discretion, to revise these Terms at any time. Please visit Koda Learning’s website from time to time to check on such revisions. Your Use of the App following any revision to the Terms will constitute your agreement to any such revisions. Any changes to the Terms take immediate effect from the date of their publication.

3.​ Registration

Koda Learning requires your registration to Use the App. Please follow the instructions on the registration page on this website. The required information for registration may include your name and email address. Koda Learning’s Privacy Policy describes how Koda Learning treats personal information generated by your Use of the App. You warrant that any information you give to Koda Learning in the course of completing the registration process will always be accurate, correct and up to date.

4.​ License

4.1.​ License

Subject to these Terms, Koda Learning grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to Use the App on your computer or mobile device at a time solely for your personal and non-commercial purposes or for educational purposes. The App is being licensed to you, and these Terms are not to be construed as a sale of any rights in the App. You hereby acknowledge that no title or ownership in the App is being transferred or assigned to you or any third party.

4.2.​ License Term

The term of your licenses under these Terms commences on the date that you Use the App and ends on the earlier date of either (i) one month from your purchase of the Paid App (defined in Section 8.2), (ii) your disposal of the App, or (iii) Koda Learning’s termination pursuant to the Terms. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the App or you otherwise use the App in breach of the Terms.

5.​Ownership and Intellectual Property

All rights, title, and interest in and to the App (excluding any contents provided by third parties) are and will remain the exclusive property of Koda Learning. Nothing in the Terms gives you a right to use any business name, trade name, domain name, trademark, design, patent, copyright, computer code, theme, character, story, setting, artwork, or any other intellectual property or rights of Koda Learning thereto. All rights not expressly granted to you herein are reserved by Koda Learning.

6.​Third-Party Components

The App may contain third-party components that must be separately licensed. Any separately licensed App is licensed exclusively by that license and these Terms do not apply.

7.​Restrictions

You agree not to, and you will not permit others to:

(a) copy the App except where such copying is incidental to normal Use of the App;

(b) sell, rent, lease, license, sub-license, loan, translate, merge, transmit, distribute, or assign the App;

(c) make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;

(d) disassemble, decompile, reverse-engineer, or create derivative works based on the whole or any part of the App or attempt to do any such thing;

(e) provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from Koda Learning;

(f) commercially exploit the App;

(g) transport, export, or re-export, directly or indirectly, into any country forbidden to receive the App by any U.S. or other export laws or accompanying regulations or otherwise violate such laws or regulations, that may be amended from time to time; and

(h) use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms.

8. ​Payments

​8.1. ​Free App

Koda Learning may allow you to Use some App free of charge (“Free App”) as set forth on the applicable in-app page to such App.

8.2.​ Paid App

For the App other than Free App (“Paid App”), you agree to pay the license fee listed on the in-app purchase page for the Paid App (“License Fee”) by the methods of payment set forth thereon. The License Fees and/or fee structure are subject to change at any time before you pay the License Fees for the Paid App.

8.3.​ Taxes

You are responsible for any taxes and must pay for the App without any reduction for taxes. If, pursuant to applicable law, Koda Learning is obligated to collect or pay taxes (including without limitation, any duties, customs, or taxes other than income tax associated with your Use of the App, including any related penalties or interests), the taxes will be charged to you. You must comply with any and all applicable tax laws, including the reporting and payment of any taxes, in connection with your Use of the App.

8.4. ​No Refund

Subject to mandatory legislation, you agree and acknowledge that all transactions are final and non-refundable, that no returns, replacements or refunds are permitted, and that Koda Learning is not required to provide a refund for any App for any reason.

9.​ Warranty

9.1. ​Warranty for Paid App

Koda Learning warrants to you, so long as you are the initial and original payer of the Paid App, that the Paid App will perform substantially in accordance with the accompanying written materials (e.g., applicable user’s guide or product manual) for 90 days from the date of payment (“Warranty Period”). If mandatory legislation in your jurisdiction requires in excess of 90 days, the length of the Warranty Period is amended accordingly. You may make a claim (“Warranty Claim”) for the Paid App not in working condition due to material defects in the Paid App within the Warranty Period. If the Paid App does not meet the aforementioned warranty during the Warranty Period, Koda Learning agrees to replace, free of charge, any Paid App so long as the Paid App are currently commercially distributed by Koda Learning.

When you make a Warranty Claim during the Warranty Period, you must provide proof of payment of the License Fee to Koda Learning showing (i) the date of payment of the License Fee, (ii) a description of the Paid App, and (iii) the amount of License Fee paid for the Paid App by sending written notice to:

Koda Learning, LLC
7981 168th Ave NE Suite 216
Redmond, WA 98052

or by email at: apps@kodalearning.com.

You acknowledge and agree that you will be solely liable for any postage or shipping costs incurred in facilitating the Warranty Claim.

Where the Warranty Claim is accepted, then Koda Learning will, at its sole discretion, either repair or replace any defective Paid App or part thereof at no charge. If the Paid App is no longer available, Koda Learning retains the right to substitute similar App of equal or greater value. This warranty shall not be applicable and shall be void if the defect has arisen through abuse, mistreatment, or neglect.

The warranty set forth in this Section shall be the sole and exclusive warranty granted by Koda Learning and shall be the sole and exclusive remedy available to you.

9.2.​ Warranty for Paid App after Warranty Period and Free App

To the maximum extent permitted by applicable law, the Paid App after Warranty Period and the Free App (collectively “Unwarranted App”) are provided “as is” and without warranty of any kind, and Koda Learning hereby disclaim all warranties and conditions, either express, implied or statutory, including, but not limited to, any implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. Koda Learning does not warrant against interference with your enjoyment of the Unwarranted App, that the functions contained in the Unwarranted App will meet your requirements, that the operation of the Unwarranted App will be uninterrupted or error-free, or that defects in the Unwarranted App will be corrected. Should the Unwarranted App prove defective, you assume the entire cost of all necessary servicing, repair or correction.

10.​ Limitation of Liability

You expressly acknowledge and agree that Use of the App is at your sole risk, and you will be solely responsible for any damages to your computer system or mobile device or loss of data that results from such Use of the App.

To the fullest extent permitted by law in the applicable jurisdiction, in no event shall Koda Learning’s liability for all damages exceed the actual price paid by you for use of the App. Therefore, for the avoidance of doubt, in no event will Koda Learning be liable to you or any other party for any and all damages, including but not limited to, direct, indirect, special, incidental, or consequential damages, lost profits, loss of goodwill, damages for personal injuries, property damage, or punitive damages from any causes of action arising out of or related to the Free App, whether arising in tort (including negligence), contract, strict liability or otherwise and whether or not Koda Learning has been advised of the possibility of such damages.

To the fullest extent permitted by law in the applicable jurisdiction, in no event will Koda Learning be liable for indirect, special, incidental, or consequential damages resulting, lost profits, loss of goodwill, damages for personal injuries, property damage, or punitive damages from any causes of action arising out of or related to the App, whether arising in tort (including negligence), contract, strict liability or otherwise and whether or not Koda Learning has been advised of the possibility of such damages.

11. ​Indemnity

You agree to indemnify Koda Learning, employees, agents, contributors, third party content providers and licensors from and against all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with any App you Use and/or any breach by you or your agents of these Terms.

12.​ Termination

The Terms will continue to apply until terminated by either you or by Koda Learning as set out below.

12.1.​ Termination by You

If you want to terminate the Terms, you may do so by (i) notifying Koda Learning at any time; AND (ii) cease all Use of the App and delete all copies of the App from your computer or mobile device.

12.2.​ Termination by Koda Learning

Koda Learning may at any time, terminate the Terms with you if:

(a)​you have breached any provision of the Terms or intend to breach any provision;

(b)​Koda Learning is required to do so by law; or

(c)​Koda Learning is transitioning to no longer providing the App to users in the country in which you are resident or from which you Use the App.

13.​ General

13.1.​ Assignment

Koda Learning may assign or transfer its rights and obligations under the Terms to a third party by merger, consolidation, acquisition, or otherwise, but such assignment or transfer will not affect your rights under the Terms.

13.2.​ Severability

If any provision of the Terms is held to be invalid or unenforceable, the remaining provisions of the Terms remain in full force and effect.

13.3.​ Survival

The rights and obligation of the Terms, which by their nature extend beyond their termination or expiration, shall remain in effect until fulfilled and apply to respective successors and assignees.

13.4.​ Force Majeure

Neither you nor Koda Learning is responsible for failure to fulfill any obligations due to causes beyond its control.

13.5.​ Governing Law

The laws of the State of Washington govern the Terms without regard to conflict of law principles.

13.6.​ Jurisdiction and Venue

The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the Washington state and United States federal courts located in King County, Washington, and you irrevocably consent to such personal jurisdiction of such courts and waive all objections thereto. You agree to waive any right to a trial by jury for the resolution of any dispute with respect to the Terms.

13.7.​ Headings

The headings in the Terms are for reference only and do not affect the meaning or interpretation of the Terms.

13.8.​ Entire Agreement

These Terms are the complete and exclusive statement of the agreement between you and Koda Learning and supersede all prior proposals or agreements, oral or written, and all other communications between you and Koda Learning relating to the App.