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Terms of Use

PLEASE READ THE TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY PRODIGY EDUCATION INC. BY USING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT, WHICH IS A CONTRACT BETWEEN YOU AND PRODIGY EDUCATION INC. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES. 

This clause does not apply to consumers residing in Quebec acting in their individual capacity: THIS AGREEMENT CONTAINS A PROVISION THAT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH PRODIGY ON AN INDIVIDUAL BASIS AND THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. 

This Agreement applies to your use of Prodigy’s games, such as Prodigy Math and Prodigy English, or use of the website, downloadable apps, or other services that Prodigy Education Inc. (“Prodigy,” “Company,” “we,” or “us”) provides at prodigygame.com or any other Prodigy location that links to this Agreement (collectively, the “Services”). In this Agreement, “you” refers to a User of the Services (as defined below).

Your use of the Services also may be subject to additional terms, conditions, policies, rules or guidelines applicable to the Services or certain features of the Services that we post or provide to you. All such additional terms posted or provided to you during your use of the Services are hereby incorporated by reference into and form a part of this Agreement.

Amendments

Our Services may change from time to time, which means the terms of this Agreement may change too. To the fullest extent permitted by applicable law, Prodigy may amend, in whole or in part, the following sections of these Terms: (i) Amendments, (ii) User accounts, (iii) Use of the services, (iv) Prohibited Conduct, (v) Acceptable use and code of conduct, (vi) Fees, payment and renewing subscriptions, (vii) Prodigy content and intellectual property rights, (viii) Important health warning about photosensitive seizures, (ix) Privacy, (x) Advertising, (xi) Third-party services, (xii) Governing law, (xiii) Arbitration and dispute resolution; class action waiver, (xiv) Indemnity, (xv) Warranty disclaimer, (xvi) Limitation of liability, (xvii) Termination, (xviii) Miscellaneous, (xix) Contact.

If we do update this Agreement, we will notify Users at least thirty (30) days before the update comes into effect. Such notice will be provided by posting the new version on our website and updating its “Effective Date.” If you have an account, we will directly communicate any changes that materially increase the User’s obligations or materially reduce Prodigy’s obligations under this Agreement to you (e.g., via the contact information associated with a Parent or Educator account, or by displaying an alert upon login to the Services).  

User accounts

We currently offer accounts to the following types of individuals or organizations that use the Services (each a “User,” and collectively “Users”): 

  • “Student Users” or “Students” (a child and/or student who uses the Services).
  • “Parent Users” or “Parents” (including parents and guardians of Student Users). 
  • “Educator Users” or “Educators” (a teacher, administrator, or other school official that opens an Educator account to use the Services, including those with the ability to add Student User accounts). An Educator User affiliated with an educational institution must have the approval of the institution before using Prodigy with its Students, and is responsible for obtaining any necessary approvals from their educational institution and Parents required to use and provide information through the Services. 

When a User visits our website or downloadable app, we ask them to identify whether they are a Student, Parent, or Educator. If the User selects that they are a Student, they are directed to create an account or log in to play our Games. If the User selects that they are a Parent or Educator, they are able to create an account that later can be linked to Student accounts. 

A Student User account can be linked to one or more Parent Users or Educator Users in order to facilitate a continuous learning journey for that Student User both in and outside of the classroom. Any Parent or Educator Users linked to that Student User account will have access to the information in that account, including activity recorded both in and outside of the classroom. Parent Users and Educator Users are responsible for the acts of Student Users linked to their account.

Use of the Services

Users must use the Services subject to and in compliance with this Agreement and all applicable local, provincial, state, national and international laws, rules and regulations. The Services, including all content, features and functionality thereof, are owned by Prodigy or its licensors. Subject to this Agreement, Prodigy grants you permission to access and use the Services, solely for your own personal, non-commercial use, and not for the use or benefit of any third party. We reserve all rights not expressly granted to you in the Services and the Prodigy Content (as defined below). We may also impose limits on certain services and/or features or restrict your access to parts or all of the Services, in our sole discretion and without notice.  

You are solely responsible for any activity that occurs through your account, for maintaining the confidentiality of your account information and password, and for restricting access to your account and your computer. If your account has been compromised or if you suspect unauthorized use of your account, notify us immediately at the contact information provided at the bottom of this Agreement. Without limiting the foregoing, Parent Users and Educator Users who create or are linked to accounts for minor children are responsible for the acts and activities of those children in connection with the use of the Services, and that this Agreement and Prodigy’s Privacy Policy for Students will apply to those minor children’s use of the Services.

Prohibited conduct

By using the Services, you agree that you will not conduct, conspire to, participate or otherwise engage in fraudulent, abusive, or otherwise illegal activity and that any such activity will be grounds for termination of your right to access or use the Services. Hacking or harming the Services is prohibited. Specifically, you agree that you will not (i) post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other User; (ii) use the Services to violate computer or network security measures, transfer or store illegal material (including threatening or obscene material), or engage in any kind of illegal activity; (iii) use any automated or non-automated system, including but not limited to “spiders,” “robots,” “offline readers,” “scrapers,” etc., to copy, distribute, disclose, or access the Services, interfere with the proper working of the Services or place an unreasonable load on the Services’ infrastructure; (iv) run or activate Maillist, Listserv, or any form of auto-responder or “spam” on the Services; (v) attempt to interfere with or decipher any transmissions to or from the servers running the Services; (vi) transmit any malicious software agents through the Services; (vii) use the Services for any commercial solicitation purposes; (viii) interfere with the proper working of the Services; (ix) bypass the measures used by Prodigy to prevent or restrict access to the Services.

Acceptable use and code of conduct

You agree to adhere to the following rules when using the Services:

  • You will not use the Services to violate a person’s right to privacy or otherwise collect, use, or disclose data, including personal information, about other users without their consent or for unlawful purposes.
  • You will not bully, intimidate, or harass, any User or use the Services in any manner that is threatening, abusive, violent, or harmful to any person or entity.
  • You will not use the Services in any way to upload, post, transmit, email or otherwise distribute content that: is hate speech, discriminating, defamatory, threatening, pornographic or otherwise obscene; incites violence; contains nudity or graphic or gratuitous violence; or is otherwise objectionable as reasonably determined by Company.
  • You will not use the Services in any manner that would disparage the Company.
  • You will not impersonate a Company employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity.
  • You will not use the Services in a manner that is harmful to minors. Without limiting the foregoing, you will not transmit or post any content anywhere on the Services, including any User Content (as defined below), that violates child welfare laws, pornography laws, or sexual exploitation laws.
  • You will not use the Services for any unlawful purpose or that is not in accordance with this Agreement. You agree not to access or use Prodigy or any Prodigy Services for any purpose that is illegal or beyond the scope of the Services’ intended use (in Prodigy’s sole judgment).

You acknowledge and agree that your violation of any of these conditions, at Prodigy’s sole discretion, may result in the immediate suspension or termination of your account and your access to the Services.

Fees, payment, and renewing subscriptions

Fees and payment

There is a fee for some of our Services, including a subscription to certain Services. Where the fee is a subscription, we may, in our sole discretion, change the fee to be charged for your next subscription period, provided we first notify you by email in accordance with applicable law. Where the fee is for something other than a subscription, we will notify you in advance of any rate changes. 

All fees are payable in accordance with the payment terms in effect when payment is due. We may offer some promotional trials or time-limited discounts or offers for certain Services or Users from time to time. If you sign up or register through a trial, promotional, or discount event, your rights of use will be subject to and limited by the terms of the trial, promotion, or discount offer and will terminate or renew in accordance with the terms of the offer or any additional terms communicated related to the trial, promotion, or discount offer. If you do not pay fees applicable to the Services you may not use or access those paid Services features. Unless otherwise expressly stated in the policies applicable to a Service, any fees paid for Services are non-refundable, to the fullest extent permitted by law.

Where a Service has a fee, you must use either a credit card or other acceptable or approved payment method (such as through a third-party app store, when you purchase a Service through our app) to activate and maintain that Service. You will be responsible for the fees and all applicable taxes for any Service ordered. If we do not receive payment from your credit card or payment method, you agree to pay all amounts due hereunder upon demand and will be solely responsible for any dispute with your payment provider. Should your credit card or payment method be denied, we reserve the right to recharge the credit card or payment method for any outstanding amounts. You will not be charged more than the amount of the fees for the Service(s) you have purchased. 

Note, Prodigy does NOT directly store credit card information - all credit card information and transactions are stored by third-party payment providers that process payments on our behalf. You agree in the event one of our payment processors experiences a data breach affecting your information through no fault of Prodigy, Prodigy will in no way be responsible or liable to you for any such breach.

Subscription and renewal

By purchasing a subscription, you agree that we may renew your subscription automatically for the same subscription term on the day after your previous subscription ends, if and when applicable. When applicable, your subscription will automatically renew unless you cancel your account prior to the renewal date through the procedures described in the “Subscription Cancellation” section below. We will charge your credit card (or the other method of payment initially used by you) each year, month or other applicable period (depending on the payment term that you selected) for the then-current applicable price. You authorize us to charge you through the credit card or other acceptable or approved payment method that you used when subscribing to the Services. 

For consumers acting in their individual capacity residing in Quebec: All subscriptions are offered for an indeterminate term. Subscriptions remain valid until canceled or terminated, in accordance with this Agreement, and therefore are not subject to renewal per se. Subscription fees will be charged in accordance with the payment term selected by you: monthly, yearly, or other applicable period.

Subscription cancellation

You may cancel your subscription and avoid future billing online via your Parent or Educator account, by contacting our customer support team at the contact information below, or, if you purchased your subscription through a third-party app store, through the respective app store settings. If you do so, we will endeavor to close your account as soon as possible; regardless, we will not charge you for another subscription period if you cancel your subscription prior to its renewal date. For consumers residing in Quebec, we will not charge you any subscription fees following cancellation of your subscription.

For all accounts, you will continue to have access to your account for the period of time that has already been prepaid. After you cancel your account, we will not charge you any subscription fees after the expiration of your then-current subscription period. In any event, you will be able to continue to use the Services throughout the remainder of the subscription period for which you have already paid. You will also be able to continue to use the parts of the Services that do not require a paid subscription.

For consumers residing in Quebec acting in their individual capacity

Clause required under the Consumer Protection Act. (Service contract involving sequential performance for instruction, training or assistance)

The consumer may cancel this contract at any time by sending the form available here or another notice in writing for that purpose to the merchant.

This contract is canceled, without further formality, upon the sending of the form or notice.

If the consumer cancels this contract before the merchant has begun the performance of their principal obligation, the consumer has no charge or penalty to pay.

If the consumer cancels this contract after the merchant has begun the performance of their principal obligation, the consumer must pay only:

(a) the price of the services rendered to the consumer, computed on the basis of the rate stipulated in the contract; and

(b) the less of the following 2 sums: $50, or a sum representing not more than 10% of the price of the services that were not rendered to the consumer.

Within 10 days following the cancellation of the contract, the merchant must restore to the consumer the money they owe them.

It is in the consumer’s interest to refer to sections 190 to 196 of the Consumer Protection Act (chapter P-40.1) and, where necessary, to communicate with the Office de la protection du consommateur.

Prodigy content and intellectual property rights

The Services and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement (the “Prodigy Content”) are owned by Prodigy and its licensors, and are protected by United States and foreign intellectual property laws, including copyright, trademark and other intellectual property or proprietary rights laws. The Services and all content, features and functionality are intended solely for the personal, non-commercial use by our Users and may only be used in accordance with this Agreement. You agree that your use of the Services does not give you ownership of any intellectual property or other proprietary rights in the Services or the Prodigy Content and as between you and the Company, all such rights in the Services and Prodigy Content, which does not include User Content (as defined below), are owned by and the property of the Company or its licensors, except with respect to User Content created or uploaded by educational institutions, which remains owned by and the property of the educational institution. 

You agree that you will not and will not allow a third party (whether or not for your benefit) to: (i) run, license, rent, lease, loan, distribute or sell access to the Services or Prodigy Content; (ii) build or support (and/or assist a third party in building or supporting) products or services that compete with the Services or use similar ideas, features, functions, interface or graphics of the Services; (iii) use, store, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, create derivative works from, display, license, sell or otherwise exploit the Services or Prodigy Content for any purposes other than as expressly authorized by this Agreement; (iv) decompile, reverse engineer, disassemble, or otherwise attempt to obtain the source code of the Services or Prodigy Content; (v) circumvent, disable, or otherwise interfere or alter security related tools or features; (vi) remove, obscure or alter any copyright, logo, trademark, or other legal notices or otherwise use the Services in a manner that creates the impression the Services or Prodigy Content belongs to any entity other than Prodigy. Notwithstanding the foregoing, (i) your computer or browser may temporarily store or cache copies of materials being accessed and viewed, (ii) in the event social media platforms are linked to certain content on the Services, you may take such actions as our Services and such third-party social platforms permit, and (iii) for downloadable applications only, one copy may be downloaded with any proprietary notices intact, for personal, non-commercial use, pursuant to the terms of this Agreement. 

Company will not, under any circumstances, be liable in any way for any Prodigy Content, including, but not limited to, any errors or omissions in any Prodigy Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Prodigy Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

In the course of using the Services, you and other Users may provide content to us, excluding User personally identifying information, which may be used by Prodigy to help support and provide the Services (“User Content”). However, note that Student Users cannot create or upload User Content through the Games. For Prodigy to provide the Services, you hereby grant to Prodigy a limited, non-exclusive, sublicensable, worldwide, royalty-free, and transferable right and license to, whether the User Content is in storage or in transit: (i) use, host, copy, store, distribute, publicly perform and display, publish (in whole or in part), modify, and create derivative works from (such as changes we make so your User Content functions appropriately with the Services) such User Content; (ii) create, use, and disclose metrics and analytics regarding User Content; and (iii) process User Content to improve the Services, develop products, engage in research, provide personally relevant services, or other lawful purposes. By providing User Content, you represent and warrant that (i) you own or have the necessary rights to provide the User Content; (ii) you have the right to grant the license hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns to the User Content; (iii) you waive your moral rights in the User Content, and (iv) all User Content complies with applicable laws and regulations.

You understand all information transmitted through the Services is the sole responsibility of the User from which such content originated and Prodigy is not and cannot be held liable for errors or omissions in any User Content. Prodigy cannot guarantee the authenticity of data which Users may provide about themselves. You acknowledge all Prodigy Content accessed while using the Services is at your own risk and you are solely responsible for any damage or loss to any party resulting therefrom. Users acknowledge the Company reserves the right but is not obligated to pre-screen, filter, edit, remove, refuse to accept, post, display, or transmit any User Content through or on the Services in whole or in part any time for any or no reason without notice and without liability of any kind. 

To help us improve the Services, from time to time we may conduct surveys, inquiries or submit requests for feedback through the Services or Users may submit feedback, comments, suggestions for improvements, reviews, or testimonials to the Services (in written, oral or any other form) (“Feedback”). Any survey, inquiries or request for Feedback is optional and will not prevent access to or impede the Services. If you choose to provide Feedback, you hereby assign to Prodigy all rights, titles and interests in any Feedback, and waive your moral rights therein. Nothing in this Agreement restricts the Company’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback without notice, without approval, and without compensating or crediting the User or the individual providing such Feedback.

Important health warning about photosensitive seizures 

A very small percentage of people may experience a seizure when exposed to certain visual images, including flashing lights or patterns that may appear in video games or other online activities. Even people who have no history of seizures or epilepsy may have an undiagnosed condition that can cause these “photosensitive epileptic seizures” while playing video games. You and your Students should immediately stop playing and consult a doctor if you or they experience any symptoms such as lightheadedness, altered vision, eye or face twitching, jerking or shaking of arms or legs, disorientation, confusion, or momentary loss of awareness. Seizures may also cause loss of consciousness or convulsions that can lead to injury from falling down or striking nearby objects. Parents and Educators should watch for or ask their children about the above symptoms. You can reduce risk of photosensitive epileptic seizures by taking the following precautions: 

  • Play in a well-lit room
  • Do not play if you are drowsy or fatigued

If you or any of your relatives have a history of seizures or epilepsy, consult a doctor before playing video games or other screen-focused activities.

Privacy

For information about Prodigy’s handling of personal information, please review our current Privacy Policy for Students and Privacy Policy for Parents and Educators, which is hereby incorporated by reference. 

Where a U.S.-based Educator User agrees to this Agreement on behalf of their educational institution, Prodigy agrees that it is under the direct control of the educational institution with regard to that institution’s Students’ personally identifiable information as defined under the Family Educational Rights and Privacy Act (“FERPA”), except to the extent that a Student is linked with a Parent User who then will have the ability to consent to further use of the Student’s personally identifiable information. Prodigy will jointly comply with FERPA, along with the educational institution, by complying with requests from the educational institutions and relevant Educator, Parent, and Student Users, as applicable, to access, correct, and disclose Student personally identifiable information in accordance with this Agreement and the Privacy Policy for Students.

Advertising

We may present contextual references to, or advertisements for, our paid membership option to Users while they are using the Services, including Student Users when playing the Prodigy game either at home or in a school setting. 

These advertisements are first-party and contextual: that is, advertisements are only for Prodigy’s Services, and the same advertisement is delivered to similarly-situated Students based on their progress in the Prodigy game or on similar factors that apply to all Student Users. Prodigy does not use personal information collected from Students to individually target this advertising, and does not allow third-party targeted advertising providers to place cookies on or collect information from the Prodigy game or other areas of the Services directed to Students.

Third-party services

The Services may contain links to third-party websites or services (“Third-Party service(s)”) not owned or controlled by Prodigy, or our Services may be accessed by logging in through a Third-Party service (e.g., Clever or Google). The inclusion of Third-Party services does not imply affiliation or endorsement of such services by Prodigy. Prodigy does not control these Third-Parties or their services and therefore when you access or use their services, you do so at your own risk and agree without limitation that Prodigy is not responsible for such Third-Party services. You represent and warrant you have read and agree to be bound by all applicable policies, in addition to your obligations under this Agreement. Prodigy has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third-Party service or by any third party. In addition, Prodigy will not and cannot monitor, verify, censor or edit the content of any third party or their service(s). By using Prodigy’s Services, you expressly relieve and hold us harmless from any and all liability arising from your use of any Third-Party service(s).

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 of these third parties. You agree Prodigy shall not be responsible or liable for any loss or damage incurred as the result of any such dealings. If there is a dispute between participants on any part of the Services subject to this Agreement, or between Users and any third party, you understand and agree Prodigy has no interest therein and is under no obligation to become involved. 

Governing law

For consumers residing in Quebec acting in their individual capacity: This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein, without regard to the conflict of laws provisions thereof. For all purposes of this Agreement, the parties consent to the exclusive jurisdiction and venue in the courts of Quebec in the Judicial District of Montreal.

For all other Users residing in Canada: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter or this Agreement shall be finally settled by arbitration in Toronto, Ontario, using the English language in accordance with the Arbitration Act of Ontario. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief at any time. For all purposes of this Agreement, the parties consent to the exclusive jurisdiction and venue in the courts of Ontario.

For all other Users: This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to its conflict of laws principles. 

Arbitration and dispute resolution; class action waiver

This clause does not apply to consumers acting in their individual capacity residing in Quebec.

This provision allows us to promptly and efficiently resolve any dispute that may arise between us. You and Prodigy agree that any dispute, controversy, or claim under any legal theory, including but not limited to any federal, state, or provincial statutory claims, common law claims, including those based in tort, fraud, misrepresentation, or contract, arising out of or relating in any way to the Services or these Terms or the breach, termination, enforcement, interpretation, formation, or the validity thereof, and the issue of arbitrability (collectively, the “Dispute”), you and Prodigy agree to the following resolution process. All issues are for the arbitrator to decide, including issues relating to the scope, conscionability, severance, and enforceability of this arbitration agreement. The parties acknowledge that this Agreement evidences a transaction in interstate commerce. Notwithstanding the substantive law applicable to any arbitration, any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act and the Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.

The parties agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The parties therefore agree that, before either party demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this arbitration agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 30 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Prodigy that you intend to initiate an informal dispute resolution conference, write to Prodigy at [email protected] or by mail ATTN: Legal Department at 144 Front St. W. Suite 400, Toronto, ON, M5J 2L7, providing your name, the contact information by which to reach you, a description of your claim, and a proposed resolution. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference.

If you and Prodigy do not reach an agreed-upon resolution within 30 days of the meet and confer, you and Prodigy agree that the Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration will be heard and determined by a single neutral arbitrator who is a lawyer or retired judge, who will administer the proceedings in accordance with the AAA’s Consumer Arbitration Rules. In resolving the Dispute, the arbitrator will consider applicable law, the provisions of this Agreement, and any facts based upon the record and no other basis, and will issue a reasoned decision.

A. Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, the arbitrator will resolve the submitted Dispute. WITH ARBITRATION, THERE IS NO JUDGE OR JURY; THE ARBITRATION PROCEEDINGS AND ARBITRATION ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES; AND JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules, but if applicable arbitration rules or laws require us to pay a greater portion or all such fees and costs in order for this arbitration agreement to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered into any court that has jurisdiction over the parties.

B. Small Claims Matters Are Excluded. As an exception to binding arbitration, you and Prodigy both retain the right to pursue, in a small claims court, any Dispute that is within that court’s jurisdiction and proceeds on an individual (non-class) basis. We will not demand arbitration in connection with any individual Dispute that you properly file and pursue in a small claims court, so long as the Dispute is pending only in that court.

C. Injunctive Relief. This arbitration agreement will not apply to any legal action taken by either party to seek an injunction or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

D. Timing of Claim. To help resolve any Disputes promptly, you and Prodigy agree that any notice of intent to initiate an informal dispute resolution conference, or any small claims or injunctive relief complaint permitted under this Agreement must be filed, within one year after the events giving rise to the Dispute arise; otherwise, the Dispute is waived.

E. No Class Actions. You and Prodigy agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. You and Prodigy further agree that any Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. Also, the arbitrators may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).

F. Opt-out. You can choose to reject this arbitration agreement by sending us a written opt-out notice (“Opt-Out Notice”) within 30 days following the date you first agree to this Agreement, by email at [email protected] or by mail ATTN: Legal Department at 144 Front Street, Suite 400, Toronto, ON M5J 2L7. If mailed, the Opt-Out Notice must be postmarked no later than 30 days following the date you first agree to this Agreement. To be effective, the Opt-Out Notice must contain your name, address, and signature. If you opt-out of the arbitration agreement, all other parts of the Agreement will continue to apply to you. Opting out of this arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may enter with Prodigy.

G. Survival of Arbitration Agreement. You and Prodigy agree that the agreement to arbitrate shall survive termination of this Agreement, and the termination of any membership or account you may have Prodigy.

H. Severance of Arbitration Agreement. If the arbitrator decides that applicable law precludes enforcement of any of this arbitration agreement’s limitations as to a particular claim for relief, then that claim (and only that claim) shall be severed from the arbitration and may be brought in court. In addition, notwithstanding anything to the contrary, if any part of this agreement to arbitrate is deemed invalid or inapplicable, the remainder of the agreement to arbitrate shall still be considered valid and enforceable.

Nothing herein shall be construed as consent by Prodigy to the jurisdiction of any court regarding claims unrelated to the use of the Services or this Agreement.

Indemnity

You agree to defend, indemnify and hold harmless Prodigy and its subsidiaries, agents, licensors and affiliates, and their employees, contractors, agents, officers and directors from claims, damages, obligations, losses, cost or debt and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Prodigy Content and/or the Services, including any data or content transmitted by you; (ii) your violation of any term of this Agreement, including but not limited to your breach of any representations or warranties; (iii) your violation of any third-party right, including but not limited to any right of privacy or intellectual property rights in connection with your use of the Services; (iv) any content or information that is submitted via your account or use of the Services; or (v) any other party’s access and use of the Services with your account credentials.

Warranty disclaimer

You acknowledge that Company has no control over, and no duty to take any action regarding: which users gain access to the Services; what Prodigy Content you access via the Services; how you may interpret or use the Prodigy Content or the Services; or what actions you may take as a result of having been exposed to the Prodigy Content. Prodigy cannot guarantee the security and safety of the Services given the nature of the Internet and the persistence of bad actors. You hereby release Company from all claims, damages, losses or liabilities related to your use of the Services or the Prodigy Content. 

THE SERVICES AND PRODIGY CONTENT ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

OTHER THAN AS EXPRESSLY STATED IN WRITING, PRODIGY MAKES NO REPRESENTATION OR WARRANTY THE SERVICES (1) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR BE TO YOUR LIKING; (2) WILL BE TIMELY, ACCURATE, FREE FROM ERRORS OR LOSS, UNINTERRUPTED, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR (3) WILL BE CORRECTED, REPAIRED OR OTHERWISE RESTORED FOR ANY DEFECTS OR ERRORS THAT OCCUR - SOME FEATURES ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NO ADVICE OR INSTRUCTION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of liability

This clause does not apply to consumers residing in Quebec:

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, SUPPLIERS, OR BUSINESS PARTNERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE WITH RESPECT TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU TO COMPANY HEREUNDER DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

WHERE A JURISDICTION DOES NOT ALLOW LIMITATION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, COMPANY’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Termination

You may terminate your use of the Services at any time. Prodigy may terminate or suspend your access to the Services or your account at any time, without prior notice or liability, if you violate any term or condition of this Agreement, if your account is inactive for a period of time, or for any other reason, which may result in the forfeiture and destruction of all information associated with your account, including progress and any upgrades or features obtained or purchased in any Prodigy game. Upon termination of your account, your right to use or access the Services and any Prodigy Content will immediately cease. 

When an educational institution’s use of the Services is terminated, upon request Prodigy will transfer any U.S. Student User’s personally identifiable information, as that term is defined under FERPA, to the institution or its designee, and certify that such personally identifiable information will not be retained or available to the Company. Prodigy will handle the institution’s personally identifiable information in accordance with the “Access, correction, or deletion of information” section of the Privacy Policy for Students. 

This Agreement shall remain in full force and effect until terminated by Prodigy. For clarity, your termination of your use of the Services or deletion of your account, or Prodigy’s termination or suspension of your account, does not terminate this Agreement.

Miscellaneous

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. In the event of unauthorized disclosure of Student information, Company will notify linked Educator and/or Parent Users where required by law at the contact information associated with the Educator and/or Parent User’s account. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’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 shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Company’s prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree this Agreement is the complete and exclusive statement of the mutual understanding relating to the subject matter of this Agreement, and all modifications must be in writing signed by both parties, except as otherwise provided herein. 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 the Company in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede. Except as expressly set forth in this Agreement, you and Company agree there are no third-party beneficiaries intended under this Agreement.

Contact

If you have questions, complaints, or claims or for account inquiries, payment inquiries, or account management questions, please send a ticket in to our customer support team, contact us at [email protected], or contact us by mail at 144 Front St. W. Suite 400, Toronto, ON M5J 2L7, or call us at 1 866 585 4655. 

Last Modified Date:  August 22, 2024