Last Updated 4/27/2020
The website located at https://www.mynumberdna.com (the “Site”) together with any other related sites, mobile-friendly sites, additional software, and data (collectively, “NumberDNA Products”) is intellectual property belonging to Neaton Mathematics, LLC (the “Company”). Certain features of the NumberDNA Products may be subject to additional terms, or rules, which will be posted on the NumbersDNA Products in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms (as defined below).
The Company is willing to provide the NumberDNA Products to you only on the condition that you first accept these Terms. By accessing, registering for, or using any NumberDNA Product, or by accepting these Terms through an “I Accept” check-box or similar method, you agree to these Terms. These Terms along with any Order form a legally binding agreement between you and the Company.
Please read these Terms carefully and, if you wish, print or save a copy for your records. If you do not agree with these Terms, you may not access or use the NumberDNA Products.
Your use of certain NumberDNA Products, or parts of certain NumberDNA Products, may be subject to additional terms, which may be presented to you for acceptance when you sign up for those NumberDNA Products, or may otherwise be accessible through the NumberDNA Products (“Supplemental Terms”). Such Supplemental Terms will be considered part of these Terms. In the event of any conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control with respect to your use or access of the NumberDNA Products (or the relevant parts of the NumberDNA Products) associated with such Supplemental Terms.
If you are accepting these Terms on behalf of another organization or entity, you represent that you are duly authorized to bind that organization or entity to these Terms.
You may gain access to the NumberDNA Products through your acceptance of an online or printed order form or other ordering document that references these Terms, including access through an access code or card (an “Order”). An Order may specify applicable fees, how long you are authorized to use the NumberDNA Product, and other terms. In the event of a conflict between these Terms and the terms of an Order (excluding these Terms), these Terms shall control except only to the extent that the Order identifies the specific provision(s) in these Terms to be varied.
Changes to the NumberDNA Products
The Company may, with or without notice, add features to the NumberDNA Products, or change or remove features of the NumberDNA Products, at any time.
To use a NumberDNA Product, you will need NumberDNA username and password. Certain NumberDNA Products may also require additional login information.
Your account is for your personal use only. You may not authorize others to use your account, and you may not assign or transfer your account.
You must keep your username and password confidential. You are responsible for all activities, charges, and liabilities associated with your account. You agree to immediately notify the Company of any unauthorized use of your account of which you are aware. If you are a minor, the Company reserves the right to provide access to your account to your parent, guardian or other authorized adult, upon such adult’s request.
The NumberDNA Products may allow you to upload or otherwise add through the NumberDNA Products information, text, graphics, photos, audio, video, and/or other materials and content (“Content”). You represent and warrant that you own or have the full right to provide all Content that you provide through the NumberDNA Products for use with the NumberDNA Products (“Your Content”), and that Your Content does not infringe any third-party rights, including any intellectual property, publicity or privacy rights.
The Company does not obtain ownership of Your Content. You hereby grant the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable and transferable license to use, distribute, reproduce, modify, prepare derivative works of, perform and display Your Content in connection with the NumberDNA Products and the Company’s business, including for promoting the NumberDNA Products, in all media now known or hereafter devised, and through any media channels. In the event that perpetual license terms are not allowed by law, the term shall be for the longest period allowed by applicable law.
The Company does not adopt, endorse, or accept responsibility for Your Content or any third-party Content. You agree that the Company will not be liable for any loss or damage resulting from your reliance on Your Content or any third-party Content available through the NumberDNA Products.
The Company reserves the right (but has no obligation) to pre-screen, review, flag, filter, modify, refuse, or remove Content from the NumberDNA Products.
After termination of your use of any NumberDNA Products, except as required by applicable law, the Company does not have any obligation to destroy, return or retain Your Content relating to your use of such NumberDNA Products. It is your sole responsibility to backup and export Your Content prior to termination.
Your Use of the NumberDNA Products
During the applicable term of your subscription for use of the NumberDNA Products if specified in an Order, the Company grants you a limited, non-exclusive, non-transferable license only to access and to use the NumberDNA Products for the Permitted Use (as defined below), subject to your compliance with these Terms. You may not use the NumberDNA Products for any other purpose, or after the end of the applicable term, or after termination of your rights to use the NumberDNA Products under these Terms.
“Permitted Use” means your personal noncommercial purposes, or, only if the Order expressly specifies, your noncommercial educational or instructional purposes.
You shall provide, at your own expense, suitable equipment, software, and internet access as necessary to access and use the NumberDNA Products.
Neither the NumberDNA Products nor any portion thereof may be displayed, copied, downloaded, sold, resold, used, distributed, or otherwise exploited for any commercial purpose without the Company’s prior written consent. You may not frame or utilize framing techniques to enclose any Mark (defined below) or other proprietary information (including images, text, page layout and form) of the Company or its licensors without the Company’s prior written consent. You may not use any meta tags or any other "hidden text" using “Neaton Mathematics”, the Company’s Marks or other intellectual property automatically terminates the license granted by the Company under these Terms and your right to use the NumberDNA Products.
Company Materials and Intellectual Property
The Company and its licensors own and retain all right, title, and interest in and to the NumberDNA Products, all underlying technology used with or otherwise enabling the NumberDNA Products, and all software and Content (other than Your Content, which you own subject to the license set forth herein) available within the NumberDNA Products (collectively, “Company Materials”), including all associated trademarks, copyrights, and other intellectual property rights. Nothing in these Terms transfers any such rights, title or interest to you or any other user, and the Company reserves all rights not expressly granted to you. All software and apps provided to you under these Terms are licensed, not sold.
You agree not to remove, conceal, or alter any proprietary rights notices (including copyright and trademark notices) contained within Company Materials. You may not (and you may not permit anyone else to) extract, copy, modify, reverse engineer, decompile, or otherwise attempt to access or use the source code of the software underlying or otherwise used to provide the NumberDNA Products or any part thereof, except to the extent allowed by law notwithstanding this restriction.
All trademarks, service marks, trade names, logos and graphics included within the NumberDNA Products ("Marks") are trademarks of the Company and its licensors. You may not use any Marks without the prior written consent of the Company.
You agree that any breach of your obligations with respect to the Company's and its licensors’ proprietary or intellectual property rights will result in irreparable injury to the Company and its licensors for which money damages are inadequate, and you therefore agree that the Company and its licensors shall be entitled to seek injunctive relief to address such breach, without the requirement of posting a bond, in addition to any other relief that a court may deem proper.
Modifiable Company Content
Certain NumberDNA Products may contain some Company Materials that are presented to you in a modifiable format, where your modification of Company Materials is expressly and clearly permitted (“Modifiable Company Content”).
Subject to your compliance with these Terms and any use restrictions specified in the applicable Order, and during the term of the applicable NumberDNA Products, you may: (1) modify and create derivative works of Modifiable Company Content, (2) reformat and print copies of Modifiable Company Content (including your modifications and derivative works of Modifiable Company Content) when the capability to reformat and/or print that Modifiable Company Content is made available through the NumberDNA Products, and (3) use Modifiable Company Content (including your modifications and derivative works of Modifiable Company Content) solely for the Permitted Use.
Certain NumberDNA Products may contain Content posted by the Company and other users (including Your Content) in an area of an applicable service that is designated as a learning space and/or user community and that is presented to users in a modifiable format and in a manner clearly indicating that modification and distribution for the Permitted Use is permitted (“Shared Content”).
Subject to your compliance with these Terms and any use restrictions specified in the applicable Order, and during the term of the applicable NumberDNA Products, you may: (1) modify and create derivative works of the Shared Content, and (2) copy, distribute, display, perform, and otherwise use those modifications, derivative works, and Shared Content, by means of any media or delivery technology now known or hereafter devised, solely for the Permitted Use.
Your Modifications to Modifiable Content, Shared Content, and Open Content
If you make any modifications to or derivative works of Modifiable Company Content, Shared Content, or Open Content, then all such modifications and derivative works shall be considered part of Your Content and are subject to the license and other provisions in the Section entitled “Content” above, as well as all other applicable provisions of these Terms.
If you are a teacher or instructor, you may incorporate Company Content (including your modifications and derivative works of Modifiable Company Content) in: (1) in-class handouts (provided without charge and limited in the number of copies), (2) online classrooms or courses (so long as access to the Company Content is limited to matriculated students enrolled in your class who are required to accept these Terms and enter a unique passcode or other verifiable industry-standard authentication system that ensures each user is individually identified before such access), (3) in-class displays (e.g., via projector, computer monitor or television screen), (4) class outlines or lessons, and (5) non-fee based exams, in each case associated with a course of study (i.e., a class) for which the e-book included in the NumberDNA Product as specified in an Order has been adopted and is concurrently being used.
Some NumberDNA Products and associated Content may be available only if an associated fee has been paid. Unless otherwise specified in the applicable Order, all fees are payable in U.S. dollars. All fees paid are nonrefundable and non-creditable.
You may only access the NumberDNA Products and related Content through the interface provided by the Company and for lawful purposes. You represent, warrant, and agree that you will not:
Use the NumberDNA Products to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to any third-party claim, or otherwise violate any local, state, federal, or international law or regulation, including export control laws and regulations. Without limiting the foregoing, you agree that you will not use the NumberDNA Products in connection with the development, design, manufacture or production of nuclear, missile, or chemical or biological weapons;
Upload, post, or otherwise transmit any unlawful, threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, deceptive, or otherwise objectionable Content;
Upload, post, or otherwise transmit through, to or otherwise using the NumberDNA Products any Content that infringes or violates any intellectual property right, publicity right, privacy right, or other right of any third party;
Upload, post, or otherwise transmit through, to or otherwise using the NumberDNA Products any Content that contains any malware, viruses, spyware, worms, or other malicious code or files;
Disrupt the normal flow of communication in the NumberDNA Products or otherwise act in a manner that negatively affects any other users’ ability to use or benefit from the NumberDNA Products;
Interfere with or disrupt the NumberDNA Products or servers or networks connected to the NumberDNA Products, or violate any requirements, procedures, policies, or regulations of networks connected to the NumberDNA Products;
Access (or attempt to access) any part of the NumberDNA Products or Content through any automated means (including use of scrapers, scripts, robots, spiders, or web crawlers), or in any way circumvent the navigational structure or presentation of the NumberDNA Products;
Use the NumberDNA Products for any phishing, trolling, or similar activities, or to redirect users to other sites or encourage users to visit other sites; or to harvest or collect email addresses or other contact information of other users of the NumberDNA Products by automated or other means;
Impersonate or attempt to impersonate the Company or a Company employee, another user, or any other person or entity, or post any information that misrepresents the identity, characteristics or qualifications of you or any other person, including the use of a pseudonym, or misrepresenting current or previous positions, qualifications or affiliations with a person or entity, past or present;
Frame or mirror any part of the NumberDNA Products;
Use metatags or code or other devices containing any reference to the Company person to any other website or NumberDNA Products for any purpose;
Use the NumberDNA Products in a manner contrary to the educational purpose of the NumberDNA Products, such as by posting answers to test or assessment questions provided through the NumberDNA Products; or
Otherwise use the NumberDNA Products in violation of these Terms.
The NumberDNA Products may include services or other technology provided by third parties (“Third-Party Services”). The applicable supplier of any Third-Party Services is an intended third-party beneficiary of these Terms and may enforce these Terms directly against you with respect to such Third-Party Services. Alternately, an Order (or activation process) for a Third-Party Service may include or be accompanied by a separate service, license, or other agreement (“Third-Party Agreement”), in which case that Third-Party Service is provided solely under the NumberDNA Terms of that separate Third-Party Agreement.
The Company may also provide you with certain “Third-Party Supplier Notices” in connection with the provision of Third-Party Services. The applicable Order (or activation process) for a Third-Party Service may include or be accompanied by Third-Party Supplier Notices.
Placing an Order for a Third-Party Service that includes a separate Third-Party Agreement and/or Third-Party Supplier Notices, or activating a Third-Party Service for which the activation process includes a Third-Party Agreement and/or Third-Party Supplier Notices, constitutes your acknowledgment that you have read and agree to all applicable Third-Party Agreements and Third-Party Supplier Notices. The Company is not a party to, and is not liable for breaches of, any Third-Party Agreement.
The Company assumes no obligation or liability for: (1) the functionality or performance of Third-Party Services, including their content, accuracy, or reliability, or (2) the acts and omissions (including with respect to privacy practices) of the suppliers of Third-Party Services. You acknowledge that a Third-Party Agreement might give the applicable third-party supplier rights with respect to your data beyond those allowed by these Terms or the Company's Privacy Notice. The Company does not guarantee that a third-party supplier will comply with its agreement with the Company or its Third-Party Agreement with you, and the Company is not required to enforce its agreement with a supplier of Third-Party Services.
Digital Rights Management
A NumberDNA Product might contain or be accompanied by digital rights management technology or similar security technology designed to protect digital information against piracy and other misuse. You acknowledge that any such technology is not a defect in the NumberDNA Product. While accessing a NumberDNA Product, your internet-accessible device may be directly connected to an internet site operated by or on behalf of the Company in order to upgrade that security technology. You hereby consent to the use and automatic upgrading of that security technology. You shall not circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with the security technology contained in or accompanying any NumberDNA Products.
General Practices Regarding Use of NumberDNA Products and Storage of Your Content
The Company may establish general practices and limits applicable to your use of the NumberDNA Products, including the maximum number of days that Your Content is retained in connection with the applicable NumberDNA Products, the maximum storage space allotted on your behalf for such NumberDNA Products, and the maximum number of times (and the maximum duration for which) you are allowed to access the NumberDNA Products in a given period of time. The Company may suspend or terminate user accounts for which applicable fees are unpaid, or that are inactive for an extended period of time, with or without notice. The Company may establish and change these general practices and limits at any time, with or without notice.
You acknowledge that the NumberDNA Products are not designed or intended to be used as part of a disaster recovery facility or an emergency data storage facility. Although the Company takes reasonable precautions to preserve and protect Your Content, you shall not rely on the NumberDNA Products as your only storage means. You should make and preserve your own backup copies of Your Content. The Company is not liable for damage to, deletion of, or failure to store, Your Content.
Disclaimer of Warranties
The NumberDNA Products and Company Materials are provided by the Company on an "as is" and "as available" basis. The Company makes no representations or warranties of any kind, express or implied, as to the NumberDNA Products, Company Materials, or other information, content or materials made available through the NumberDNA Products, including Company Modifiable Content, Shared Content, Open Content, Third-Party Services, or Collaboration Tools (collectively, the “NumberDNA Products Items”). You agree that your use of the NumberDNA Products, Company Materials, and NumberDNA Products Items is at your sole risk. The NumberDNA Products, Company Materials and NumberDNA Products Items could include inaccuracies or typographical errors. Advice received via the NumberDNA Products, Company Materials, and NumberDNA Products Items is informational only, does not constitute medical, legal, tax, financial, or other professional advice, and should not be relied upon for personal, medical, legal, or financial decisions. You should consult an appropriate professional for specific advice tailored to your situation. The Company does not warrant or make any representations regarding the use of or the result of the use of any NumberDNA Products, Company Materials or NumberDNA Products Items in NumberDNA Terms of their correctness, accuracy, reliability, or otherwise, and you (and not the Company) assume the entire cost of all necessary servicing, repair and correction.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE NUMBERDNA PRODUCTS OR COMPANY MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT NUMBERDNA PRODUCTS OR COMPANY MATERIALS OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
Neither the Company nor its suppliers, nor their respective directors, employees, officers or representatives will be liable for any damages of any kind arising from the use of or inability to use the NumberDNA Products, Company Materials, or NumberDNA Products Items including, but not limited to, any direct, indirect, incidental, special, consequential, exemplary or punitive damages, or any lost profits, lost data, or loss of revenue. Without limiting the foregoing, the Company’s total liability will at all times be limited to the fees you have paid to Neaton the Company for the NumberDNA Products at issue during the prior three (3) months. The limitations in this paragraph shall apply to the extent permitted by applicable law.
You agree that the Company is in no way responsible or liable for any grade or assessment you may receive through or otherwise related to any NumberDNA Products.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES AND SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES, FROM ANY AND ALL DEMANDS, CLAIMS, ACTIONS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES AND COURT COSTS, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF THE NUMBERDNA PRODUCTS, COMPANY MATERIALS, OR NUMBERDNA PRODUCTS ITEMS; ANY CLAIMS RELATED TO YOUR CONTENT; OR YOUR VIOLATION OF ANY OF THESE TERMS . This paragraph shall survive any expiration or termination of these Terms.
The NumberDNA Products may include comment areas, message forums, chat areas and other collaboration tools (“Collaboration Tools”). You agree to use all Collaboration Tools in good faith and not in support of any business venture or entity. The Company disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in any Collaboration Tools. The Company is not responsible for any errors or omissions in Content provided through Collaboration Tools, including any hyperlinks embedded in any such Content. Under no circumstances will the Company, or its affiliates, suppliers or agents be liable for any loss or damage caused by the Collaboration Tools, including your reliance on information obtained through the Collaboration Tools. The opinions expressed in or through any Collaboration Tools are solely the opinions of the participants, and do not reflect the opinions of the Company.
Some links within the NumberDNA Products may lead to websites controlled by third parties. Because the Company has no control over these websites, the Company is not responsible for such websites’ content or accessibility via the internet and does not endorse products, NumberDNA Products, or information provided by such websites. The Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any Content, goods, or NumberDNA Products available on or through any other website. Further, the inclusion of these links does not imply that there is any relationship between the Company and the linked websites. Reference to other companies does not imply any partnership, joint venture, or other legal connection where the Company would be responsible for the actions of their respective owners.
You agree that The Company may terminate, suspend, or block your use of all or part of the NumberDNA Products, without liability or refund, if in the Company’s sole determination you have breached these Terms. You agree that upon termination of your participation in the NumberDNA Products for any reason, the Company may delete all information related to you on or within the NumberDNA Products and may prevent your continued access to and use of the NumberDNA Products.
In order to protect the integrity of the NumberDNA Products, the Company reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the NumberDNA Products.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information submitted to the Company relating to modifying or improving the NumberDNA Products (“Feedback”), whether solicited or unsolicited, are non-confidential. The Company may use Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You grant to the Company a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable license to use Feedback, and in the event perpetual license NumberDNA Terms are not allowed by law, the term shall be for the longest period as allowed by applicable law.
Changes to These Terms
The Company may change these Terms from time to time. When these changes are made, the Company will make a new copy of these Terms available through the NumberDNA Products. You understand and agree that your use of the NumberDNA Products after the date on which these Terms have changed constitutes acceptance of the updated NumberDNA Terms.
All disputes arising out of or relating to these Terms, including all intellectual property issues and your rights and obligations, shall be governed by Michigan law and shall be resolved in the courts of Michigan.
Notice and Procedure for Making Claims of Copyright Infringement
Removal of Infringing Material - Under the Digital Millennium Copyright Act, users who have a good faith belief that copyrighted material resides on the Site or NumberDNA Products in contravention of their exclusive rights may issue to us a notice pursuant to 17 U.S.C. 512. Upon receipt of sufficient notice, we will respond expeditiously to remove, or disable access to, the material that is claimed to be infringing or to be the subject of infringing activity.
Proper Notice under the DMCA - To issue proper and effective notice under the DMCA, please submit a written notice that includes the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
All notices should be submitted to:
Manager, Neaton Mathematics, LLC
2291 Weber Dr.
Dexter MI, 48130