These Terms of Use (“Terms”) are a legal agreement between JustAddTutor LLC, herein “JustAddTutor”, having a legal adress at at 625 Massachusetts Avenue Second Floor, Cambridge, MA, 02139 and the person or entity agreeing to the terms herein (“Customer”, “You” or “you”). By using or accessing any part of 21st Night (the “Service”), You agree that You have read, understand, and agree to be bound by all of the terms and conditions contained herein. If You do not agree to these Terms, You must not use or access the Service. If You are entering into this Terms on behalf of a company, You represent that You have the authority to bind that company to these Terms.
CONTENTS
- Description of Service
- Modifications
- Use of the Service
- Restrictions on Use
- Suspension
- Subscription terms
- Intellectual Property
- Ownership & Privacy
- Confidentiality & Data security
- Warranty Disclaimer
- Limitation of Liability
- Other Terms
- Special promotions and free accounts
- DMCA and Intellectual Property Violations
- Assignment
- Force Majeure
- Support
- Term and Termination
Description of Service
21st Night is a service that allows users to create and review flashcards. Flashcards may be reviewed through a web interface. These flashcards are collaborative and can be used as a teaching tool. Analytics are provided along with the flashcard to aid in studying and teaching. You may connect to the Service using any Internet browser supported by the Service.
You understand and acknowledge that You are solely responsible for obtaining the Internet access and all equipment necessary to use the Service, for appropriately configuring Your Google account and for creating and managing the datasource and their content. All fees associated with the foregoing shall be paid by You.
Modifications
To these Terms: JustAddTutor reserves the right to update and change the Terms of Service upon notice from time to time. You will be provided notice of any such modification by electronic mail or by the publishing of such on the website get21snight.com. You may terminate your use of the Service if the Terms are modified in a manner that substantially affects your rights in connection with use of the Service. Your continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at get21stnight.com.
To the Service: JustAddTutor may make changes to the Service from time to time. JustAddTutor will notify you of any material changes or modifications. Any updates, upgrades, additions or new features to the Service, including the release of new tools and resources, shall be subject to these Terms and may require you to agree to additional terms and conditions.
Use of the Service
Access to Service: Access to the Service is only available to the Customer and the end users (“Users”) to whom Customer grants access. Upon installation of the Service, Customer will configure the applicable datasource(s) which contain the data to be processed by the Service, as required by the processes of 21st Night.
License to Customer: Subject to Customer’s compliance with these Terms including, without limitation, Customer’s payment of all applicable fees, JustAddTutor hereby grants Customer a limited, revocable, non-transferable non-exclusive, non-sublicensable license to access and use the Service, solely for Customer’s own internal use.
Customer is at all times fully responsible and liable for all acts and omissions by Users to whom Customer has granted access to the Service and Customer agrees to indemnify JustAddTutor for all claims and losses related to any such acts and/or omissions.
JustAddTutor reserves the right to terminate unpaid accounts. JustAddTutor will provide Customer with prior notice of such termination by email.
Restrictions on Use
Restrictions on Use of 21st Night: In addition to all other terms and conditions contained herein, you shall not and shall not permit others to:
- copy, modify, adapt, translate or otherwise create derivative works of the Service;
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service;
- rent, lease, sell, assign or otherwise transfer rights in or to the Service;
- remove any proprietary notices or labels from the Service;
- use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service;
- use the Service for any illegal or unauthorized purpose or engage in illegal or deceptive trade practices;
- otherwise use of the Service in violation of any laws in your jurisdiction (including but not limited to copyright laws);
- process or store any content on or through the Service that is subject to the International Traffic in Arms Regulations maintained by the Department of State.
This list of prohibitions provides examples and is not complete or exclusive.
JustAddTutor reserves the right to suspend or terminate your access to Service with or without cause and with or without notice, for any reason or no reason, or for any action that JustAddTutor determines is inappropriate or disruptive to the Service or to any other user of this Service.
JustAddTutor may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at JustAddTutor’s discretion, JustAddTutor will cooperate with law enforcement agencies in any investigation of alleged illegal activity associated with the Service or on the Internet.
Unauthorized use of any trademarked, copyrighted or patented materials contained in the Service may violate certain laws and regulations.
You agree to indemnify and hold JustAddTutor and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) JustAddTutor or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of this Service or the use of Service by any person using your account (including without limitation, Your Content (as defined below)) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.
Suspension
JustAddTutor reserves the right to suspend or terminate Customer’s access to the Service with or without notice if JustAddTutor reasonably determines that:
(a) there is a threat or attack on the Service (including a denial of service attack) or other event that may create a risk to the Service, JustAddTutor, Customer, or any user of the Service;
(b) Customer’s or its users’ use of the Service or Customer Content disrupts or poses a security risk to the Service or any user of the Service, may harm JustAddTutor’s systems, or may subject JustAddTutor or any third party to liability;
(c) Customer or any User is using the Service for fraudulent or illegal activities;
(d) subject to applicable law, Customer has ceased to continue Customer’s business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding;
(e) Customer or any User is using the Service or other JustAddTutor property in breach of this Agreement;
or (f) Customer is in default of its payment obligations hereunder (collectively, “Service Suspensions”). JustAddTutor will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer, and to provide updates regarding resumption of Customer’s access to the Service following any Service Suspension.
Payment terms
Customer agrees to pay the subscription fee applicable to Customers and its Users use of the Service. Such fees will be paid on a periodic basis as agreed to when you registered for the Service.
In case of non-payment for any reason (including, if applicable, JustAddTutor’s inability to charge your credit card or other payment method for any reason) or any violation of these Terms, JustAddTutor shall be entitled – without liability – to immediately suspend Customer’s and Users’ access to the Service. If you purchase your license to use the Service from JustAddTutor, you hereby expressly agree that JustAddTutor is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of the Service, or charge such fees to your credit card or other payment method designated on your initial registration with JustAddTutor at regular intervals for the remainder of the term of these Terms. If you cancel your account at any time, you will not receive any refund.
Customer agrees that Customer’s paid use of the Service is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public or private comments made by JustAddTutor regarding future functionality or features.
Intellectual Property
Customer hereby acknowledges and agrees that, subject to the limited rights granted hereunder, JustAddTutor (or its licensors) own all legal right, title and interest in and to the Service, including, without limitation, any Intellectual Property Rights or other proprietary rights which exist in the Service (whether such rights are registered or unregistered, and wherever in the world those rights may exist) (“Our Technology”). For purposes of these Terms, “Intellectual Property Rights” means, on a worldwide basis, any and all now known or hereafter known (a) rights associated with works of authorship including copyrights and moral rights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patent rights and other industrial property rights, (e) intellectual and industrial property rights of every other kind and nature and however designated, whether arising by operation of law or otherwise, and (f) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing).
Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Use grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Service according to these Terms. Furthermore, nothing in these Terms of Use will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on the Service constitute trademarks, trade names, service marks or logos (“Marks”) of JustAddTutor or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with and will inure to us or those other entities. To the extent indicated, any use of third party software provided in connection with the Service will be governed by such third parties’ licenses and not by these Terms of Service. Furthermore, any comments, ideas and/or reports about the Service that you provide to us, whether in written or electronic form (“Feedback”), shall be considered our proprietary and confidential information, and you hereby irrevocably transfer and assign to us all intellectual property rights embodied in or arising in connection with such Feedback, and any other rights or claims that you may have with respect to any such Feedback.
Ownership & Privacy
As between You and JustAddTutor, you retain all right, title and interest in any and all data, files, attachments, text, images, personally identifiable information, and other content that You and Your Users upload or submit to the Service (collectively, “Your Content“). You may not upload, post or otherwise make available through the Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. Your local jurisdiction may allow you to use protected content under fair use provisions, provided you do not share it with others.
You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all of Your Content. You represent and warrant that you have all rights, permissions and consents necessary (a) to make Your Content available on or through the Service, and (b) to grant JustAddTutor the limited rights to use Your Content set forth in these Terms.
You agree that JustAddTutor may use Your Content to provide the Service and its features, including by making it available for viewing, download and modification by other Users with access rights to Your Content. You hereby grant JustAddTutor a non-exclusive, perpetual, royalty-free, worldwide license (including the right to sublicense through multiple tiers) to access, use, reproduce, distribute, store, transmit, publicly display, and publicly perform Your Content as required for the purpose of providing the Service to you.
JustAddTutor uses analytics services in order to continually better the Service in accordance with our Privacy Policy.
You understand and agree that JustAddTutor may, notwithstanding any provision of any separate nondisclosure agreement that may have been executed between You and JustAddTutor, distribute and disclose Your Content (a) to your Users, and (b) to JustAddTutor’s service providers who act on JustAddTutor’s behalf in providing the Service. JustAddTutor’s use of any personally identifiable information you provide through the Service is governed by our Privacy Policy. Your use of the Service indicates your acceptance of the terms of our Privacy Policy. You can review the most recent version of our Privacy Policy at :
get21stnight.com/privacy-policy
You hereby consent that, if You choose to become a paying customer of the Service, JustAddTutor may identify You as a JustAddTutor customer (using Your name and logo) and generally describe the products or services it provides to You in its promotional materials, presentations, and proposals to other current and prospective customers.
Confidentiality & Data security
All personally identifiable data that users may keep in files associated with this tool remains in the complete control of those users from a privacy perspective. Unless specifically stated, we store no personally identifiable information in any 3rd party database or file repository.
Warranty Disclaimer
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. JustAddTutor MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (II) THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED (INCLUDING, WITHOUT LIMITATION, INTERRUPTIONS THAT OCCUR IN THE CONTEXT OF REGULARLY SCHEDULED MAINTENANCE); (III) ANY INFORMATION OR ADVICE OBTAINED BY YOU IN CONNECTION WITH THE SERVICE WILL BE ACCURATE OR COMPLETE; OR (IV) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO CUSTOMER.
Limitation of Liability
IN NO EVENT SHALL JustAddTutor BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION), ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF JustAddTutor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH JustAddTutor RELATED TO ANY OF THE SERVICE SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL JustAddTutor’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO CUSTOMER.
Other Terms
These Terms, their interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by, the laws of the State of Massachusetts. Both parties hereby irrevocably submit any disputes under these Terms to the jurisdiction of the courts located in the State of Massachusetts.
Special promotions and free accounts
JustAddTutor often provides free accounts as part of a promotion, a package, or to tutors and educators. JustAddTutor is not obligated to offer free accounts under any circumstance.
These free accounts are only for the use of the person or persons to whom the free account was directly and explicitly offered. No person is to use a free account without being directly offered a free account from JustAddTutor or its agents. People who are not to use a free account include, without limitation, colleagues, friends, and clients or students of free account holders.
If a person is found to be using a free account that has not been offered directly to them, JustAddTutor reserves the right to immediately and unilaterally remove access to the account. If a person, organization, or company is found to be facilitating the use of unauthorized free accounts, JustAddTutor reserves the right to immediately and unilaterally remove access to their free accounts as well, even if their accounts were directly offered to them.
JustAddTutor reserves the right to audit free accounts internally (e.g. their usage metrics on the server) in order to determine misuse of free accounts.
DMCA and Intellectual Property Violations
JustAddTutor abides by the terms of the DMCA. We will act expeditiously to remove access to copyright infringing material upon receiving a properly drafted notice of infringment.
If you believe someone has violated your intellectual property rights, contact us or our DMCA designated agent to let us know. Please include the requisite elements of notification in your notice.
To contact our DMCA registered agent, email Trevor Klee at info [at] get21stnight.com . Or send mail to:
Attn: Trevor Klee JustAddTutor LLC, Cambridge, MA 02139
We will remove access to 21st Night for repeat infringers.
Assignment
You may not assign or transfer these Terms without our prior written consent. As an exception to the foregoing, you may assign these Terms in their entirety (including all Orders) to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these Terms. Any attempt by you to transfer or assign these Terms except as expressly authorized above will be null and void. We may assign our rights and obligations under these Terms (in whole or in part) without your consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under these Terms, in which case we will remain responsible for their compliance with these Terms. Subject to the foregoing, these Terms will inure to the parties’ permitted successors and assigns.
Force Majeure
Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
Support
Support will be provided to the best of our ability, without providing any warranties or guarantees regarding response time, availability, or your satisfaction with regards to the support. Fixes, upgrades, and other software support will be provided to all customers simultaneously through a software update.
To contact support, use the contact page.
Term and Termination
These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms.
Either party may terminate these Terms (including all related Orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
You may choose to stop using the Service at any time for any reason upon written notice to us, but upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.
Upon any expiration or termination of these Terms, you must cease using the Service and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to Your Data (and we may delete all of Your Data unless legally prohibited) after expiration or termination of these Terms (or its applicable Subscription Term). If you terminate these Terms in accordance with Section 17.2 (Termination for Cause), we will refund you any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. If we terminate these Terms for Cause (as in paragraph 2 of Term and Termination), you will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.