Last Updated and Effective: March 29, 2021
Welcome to Ava, which is owned and operated by Social Cipher, Inc. (“Company” or “We” or “Us”) These terms are the binding legal agreement (the “Terms”) governing all users of the websites (the “Sites”), applications (“Apps”) and products and services that link to these Terms (the “Services”). In addition to these Terms, your agreement with Us includes the specific policies and additional terms that apply to any Services you use. If you do not agree to all of these terms, please do not use the Services. BY REGISTERING AN ACCOUNT, PURCHASING A SUBSCRIPTION OR GAME BUNDLE, OR ACCESSING AND USING ANY OF THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS.
Ability to Accept Terms
If you are under the age of 18, you must have a parent, legal guardian or authorized school official of at least 18 years of age (“Adult User”) set up the account and agree to these Terms. Parents, legal guardians and authorized school officials affirm that they are fully able and competent to enter into the Terms and agree to these Terms.
Will these terms ever change?
We constantly try to improve our Services, so we may update this Agreement as we offer new and improved Services. We may modify this Agreement at any time. If there is a substantial change, we will do our best to bring this to your attention by posting a notice on the Services or notifying you by email or by some other means. If you don’t agree with the new terms, you may reject them but unfortunately you will no longer be able to use the Services. Your use of the Services in any way following notification by Social Cipher constitutes your acceptance of the terms and conditions as modified. We may suspend or discontinue any part of the Services, or we may introduce new features, impose limits on certain features or restrict access to parts or all of the Services at any time. We’ll provide you notice when we make a material change to the Services that would adversely affect you.
You represent and warrant to Social Cipher that:
● you are at least 18 years old (or, if you are not at least 18 years old, you have your parent or teacher’s permission to use the Services, and
● that they have read and agree to this Agreement on your behalf);
● all registration information you submit is accurate and truthful;
● you will maintain the accuracy of such information;
● if you’re agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this Agreement on the organization or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection, use of, and access to the Services, including ensuring that you have permission to communicate with anyone you choose to interact with through the Services.
This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
Each account must be set up by a designated Adult User. The Adult User is responsible for payments and all use on the account, including to protect the confidentiality of account information and passwords. Please notify Us if you have lost control of your account ID or password or you suspect there is unauthorized activity in your account.
Social Cipher reserves the right to refuse registration of or to cancel a Social Cipher account in its sole discretion. You will be responsible for maintaining the confidentiality of your account and password. You may not transfer your account to anyone without express prior written consent of Social Cipher. Violation of any of the foregoing may result in immediate termination of your account, revocation of your ability to use the Services, and may subject you to state and federal penalties and other legal consequences. Social Cipher reserves the right, but will have no obligation, to investigate your use of the Services in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.
Subscriptions and Purchases
We charge a fee, such as a subscription or purchase fee. For existing subscribers, as a subscriber you may receive access to certain sections, features and functions of the Services. We currently offer a game bundle purchase option.
A game bundle purchase is a one-off upfront payment. This bundle includes access to Episode 1 of Ava, the companion app, and Episode 1 curriculum. Any additional content created in the future will not be included in the bundle.
We may change the amount of such fees at any time, provided that, we will first notify you by email or via posting on our website. Please note that we do not provide price protection or refunds for existing purchasers.
Cancellations and Refunds
Please contact firstname.lastname@example.org if you would like a refund on your purchase. After a refund is issued all access to your account will be locked. You may make another purchase at any time to unlock your account.
Credit Card Charges
Purchases are in US dollars. Our third party payment provider can accept payments in multiple currencies and will convert and deposit funds in US dollars, subject to a conversion fee.You agree to promptly notify Us of any changes to the credit card or other payment method you provided. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all purchases by you.
Consent to receive periodic messages
As part of the Services, you will receive communications through the Services, including messages that Social Cipher sends you (for example, via emails). You agree that any such communications from Us satisfies any legal requirements, such as that notice be provided to you in writing. You also consent to receiving promotional messages, offers, surveys, and requests electronically. If you no longer want to receive non-transactional communications, you may unsubscribe at any time.
Things Not To Do
● Give false or misleading information to Us or anyone else in connection with your use of the Services, including giving false information in an account registration;
● Access or scrape the Site by any automated means unless you are a search engine crawling the Site for the sole purpose of creating a publicly accessible search index; or bypass any technical protections or throttling that we institute;
● Copy, modify, create derivative works from, or distribute any content from our Services; or copy, display or use the trademarks in any way; or use the Services for any purpose not explicitly authorized in the Agreement;
● Use the Services for any revenue generating endeavor, commercial enterprise, or other purpose other than for personal, non-commercial use;
● Link to the Site using any HTML techniques that display the Site within a frame, partial window, popup, pop-under, or any other non-standard linking method, or redistribute content from the Site except as expressly authorized by the Company; and
● Anything we ask you not to do.
All materials displayed or performed or available on the Services (including, but not limited to text, graphics, data, articles, photographs, images, illustrations, User Submissions (defined below), and so forth (all of the foregoing, the “Content”)) are protected by copyright and other intellectual property laws. Social Cipher is not responsible for your use of the Services in any way that breaks the law. You agree you will abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and will not use, copy, modify, publish, distribute, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content, third party submissions or other proprietary rights not owned by you:
● without the express prior written consent of the respective owners, and
● in any way that violates anyone else’s (including Social Cipher’s) rights.
For all content created by users (“UGC”), We reserve the right to remove any UGC temporarily or permanently if We are notified by a player, parent or a third party, or if we otherwise become aware that any such content or any part of it breaches this terms or otherwise violates our policies including due to any of the following:
● It breaches the intellectual property rights or any other rights of any third party;
● It breaches any applicable law;
● It is pornographic, inappropriate, or otherwise breaches our rules or mission;
● It contains any virus, malware, other harmful software or may have an adverse impact on Us;
While we do not accept any obligation to monitor, screen, review, flag, filter, moderate or remove any UGC, though we reserve the right to review and monitor as necessary.
If you have any concerns that UGC breaches any of these requirements, or other basis by which you want us to takedown content, then please contact us at: email@example.com.
Limited License to Use the Services; Company Rights;
Subject to your compliance with these Terms, We hereby grant you permission to use the Services solely for your personal, non-commercial use, and in case of schools, solely for educational use within the classroom or the school of your students. Company retains all right, title and interest in the Services, including all technology and processes, enhancements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof. You acknowledge that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws, including but not limited to copyright laws. Except for rights expressly granted in the Agreement, nothing in the Agreement grants you any right, title or license. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited.
Notwithstanding the above, certain Content is made available for download or printing (such as the curriculum). You may print or download the page, file or the available material, as applicable, solely for your personal, non-commercial use. The download or print function is not intended for any other function.
Third Party Trademarks and Content
Use of any third party trademarks or third party content on or in connection with the Services does not constitute affiliation with or endorsement of these third parties. Nothing in the Agreement grants you any license to third party trademarks or content, which shall remain the property of their respective owners.
Social Cipher has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Services. In addition, Social Cipher will not and cannot monitor, verify, censor or edit the content of any Third Party Services. By using the Services, you expressly relieve and hold harmless Social Cipher from any and all liability arising from your use of any Third Party Services.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any third parties. You agree that Social Cipher will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
Indemnity, Disclaimers and Limits on Liability
COMPANY PROVIDES THE SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES. COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THIS DISCLAIMER IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW.
IN NO EVENT WHATSOEVER SHALL COMPANY, ITS AFFILIATES, OR SUPPLIERS OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY’S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD OF ANY MATERIALS IN CONNECTION WITH SERVICES IS DONE AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. COMPANY NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SERVICES. IF, NOTWITHSTANDING ANY PROVISIONS OF THESE TERMS, COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES, COMPANY’S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL OF ANY FEES PAID BY YOU TO COMPANY IN THE SIX MONTHS PRIOR TO THE DATE THE CLAIM IS ASSERTED FOR ANY SERVICE OR FEATURE RELEVANT TO THE CLAIM, OR (2) US$100.00. COMPANY’S LIABILITY HEREUNDER IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
You will indemnify, defend, and hold harmless Company, its affiliates, officers, directors, shareholders, employees, contractors, licensors, licensees, agents, and representatives (the “Covered Entities”) against all liability, claims, costs, damages, settlements, and expenses (including interest, penalties, attorney fees and expert witness fees) (“Liabilities”) incurred by any Covered Entity in any way arising out of or relating to the Services and any failure to comply with this Agreement. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with the defense of such claim.
This Agreement will remain in full force and effect while you use the Services. You may terminate your use of the Services or your account at any time by cancelling your subscription or requesting full deletion of your account and data by emailing firstname.lastname@example.org. Note, if your account is through an Organization, and you request that Social Cipher delete your account, Social Cipher may notify the Organization. Social Cipher may disable or terminate your access to the Services or your account at any time, for any reason (for your violation of any term of this Agreement or without cause), and without warning or notice, which may result in the forfeiture of all information associated with your account. Upon termination of your account, your right to use the Services and any Content will immediately cease; however, Social Cipher may retain messaging data or other data and information pursuant to this Agreement, as necessary for auditing purposes, and as required by law. All provisions of this Agreement which, by their nature, should survive termination, will survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
Choice of law and arbitration
The Agreement is governed by California law, excluding its choice of laws principles. The exclusive venue for any litigation arising from or related to the Services shall be the courts of Los Angeles County, California, except for any optional arbitration as described next. Excluding claims for equitable relief, if the total amount in dispute is less than $5,000, either party may elect to resolve the claim through binding arbitration by initiating arbitration through an established provider that is agreed by the parties. The arbitration must be conducted under the following rules: (a) at the choice of the party seeking relief, the arbitration shall be conducted by telephone, online, or solely on written submissions; (b) no party or witness will make any personal appearance unless the parties agree otherwise; and (c) the winning party may have the arbitrator’s award entered as a judgment in any court of competent jurisdiction. YOU AND SOCIAL CIPHER WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Social Cipher are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Social Cipher over whether to vacate or enforce an arbitration award, YOU AND Social Cipher WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge. Any claims (in court or in arbitration) must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding. This Agreement does not allow class of collective arbitrations even if the arbitration procedures or rules would. The arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
We do not want to receive information that is confidential or proprietary. If you send us feedback, suggestions, content or ideas of any kind, including potential improvements to the Services, we may use such suggestions, content and/or ideas for any or all purposes, with no compensation or attribution to you.
This Agreement will not be construed against either party as the drafter.
You are responsible for being informed about and complying with all laws, rules and regulations that apply to your use of the Services.
The failure of either party to exercise, in any respect, any right provided for herein will not be deemed a waiver of any further rights hereunder. Social Cipher will not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Social Cipher’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Social Cipher’s prior written consent. Social Cipher may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. This Agreement and any subsequent versions of this Agreement posted to the Services will be deemed a writing signed by both parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Social Cipher in any way whatsoever.
It is the express wish of the parties that this Agreement and all related documents be drawn up in English.