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Effective Date: October 17, 2023

These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Pupil Inc., the company behind the Ethiqly platform ("Ethiqly," "we," "us," or "our"). These Terms govern your use of our website located at (the "Website") and the software and services provided through the Ethiqly platform (collectively, the "Services").


Please read these Terms carefully before using the Website or the Services. By accessing or using the Website or the Services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you should not use the Website or the Services.


1. Acceptance of Terms


By accessing or using the Website or the Services, you affirm that you are of legal age and have the capacity to enter into these Terms, or that you have obtained parental or guardian consent to do so. If you are accepting these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms, and in that case, "you" and "your" will refer to that entity.


2. Changes to Terms


We reserve the right to modify or update these Terms at any time. Any changes to these Terms will be effective upon posting on the Website. Your continued use of the Website or the Services after any such changes are posted will signify your acceptance of the revised Terms.


3. Privacy Policy


Your use of the Website and the Services is also governed by our Privacy Policy. Please review our Privacy Policy for information about how we collect, use, and share your information.


4. Use of the Website and Services


4.1. License: We grant you a non-exclusive, revocable, non-transferable license to use the Website and the Services for educational and related purposes, subject to compliance with these Terms.


4.2. User Eligibility: The Services are intended for use by K-12 schools, community colleges, universities, teachers, and students. By using the Services, you represent and warrant that you are affiliated with an educational institution or are a teacher or student.


4.3. Prohibited Activities: When using the Website and the Services, you agree not to:

a. Violate any applicable laws, regulations, or these Terms.
b. Interfere with or disrupt the Website or the Services.
c. Attempt to gain unauthorized access to the Website, the Services, or our computer systems.
d. Engage in any activity that may harm, interfere with, or negatively impact the Website or the Services.


5. User Content

5.1. Your Content: You may have the opportunity to submit, post, upload, or otherwise make content available through the Services, including but not limited to feedback, comments, and educational materials ("User Content"). You are solely responsible for your User Content, and you represent and warrant that you have all rights necessary to post your User Content and to grant us the license described in Section 5.2 below.

5.2. License to User Content: By posting User Content through the Services, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, and display your User Content in connection with the Services and our educational mission.

5.3. User Content Restrictions: You agree not to post User Content that:


a. Violates the intellectual property rights of others, including but not limited to copyright and trademark rights. b. Is illegal, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, harmful, obscene, or otherwise objectionable. c. Contains software viruses, commercial solicitation, or any form of "spam." d. Misrepresents your identity in any way. e. Violates any applicable law.

5.4. Monitoring User Content: We may, but have no obligation to, monitor, edit, or remove User Content that we determine in our sole discretion to be unlawful, offensive, threatening, defamatory, obscene, or otherwise objectionable or that violates any party's intellectual property or these Terms.

5.5. No Endorsement: We do not endorse any User Content or any opinion, recommendation, or advice expressed therein. We expressly disclaim any and all liability in connection with User Content.


6. Intellectual Property

6.1. Website Content: The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Pupil Inc., its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

6.2. Trademarks: Ethiqly, the Ethiqly logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Pupil Inc. You must not use such marks without our prior written permission.

6.3. Feedback: If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services ("Feedback"), you grant us an irrevocable, non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and transferable license to use, modify, and incorporate Feedback into the Services without any compensation or attribution to you.


7. Third-Party Links

The Website may contain links to third-party websites that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites. You should review the terms and policies of any third-party websites before interacting with them.


8. Termination


We reserve the right to terminate or suspend your account and access to the Services at our sole discretion, without notice, for any reason, including without limitation, if we believe you have violated these Terms. Upon termination, your right to use the Website and the Services will immediately cease.


9. Disclaimer of Warranties


Your use of the Website and the Services is at your sole risk. The Website and the Services are provided on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for an educational purpose, and non-infringement.


10. Limitation of Liability


You understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of educational outcomes, goodwill, use, data, or other intangible losses (even if we have been advised of the possibility of such damages), resulting from your use or inability to use the Website or the Services.



11. Governing Law


These Terms are governed by and construed in accordance with the laws of California, without regard to its conflict of law principles.


12. Contact Information


If you have any questions about these Terms, please contact us at

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