Terms of Use

These Terms of Use (the “Agreement”) sets forth the terms and conditions that apply to your use of the web site www.kidismart.com (the “Site”) that offers a description of our company, our products, and a collection of online resources about early childhood education and parenting, which may include a blog, forums, message boards, materials and other content (collectively, the “Content”) offered to you (the “User”) by Ingengo LLC (“Ingengo”).

USE OF SITE

Please feel free to browse the Site at any time; however, by accessing and browsing the Site, you accept and become subject to this Agreement, without any limitation or qualification. If you do not agree to be bound by this Agreement, please discontinue your use of the Site.

The Internet is an evolving medium; we may change the terms of this Agreement from time to time. By continuing to use the Site after we post any such changes, you accept this Agreement, as modified. We may change, restrict access to, suspend or discontinue the Site, or any portion of the Site, at any time. Ingengo respects the privacy of our users. Please take a few minutes to review our Privacy Policy, which is incorporated herein by reference.

USER CONDUCT

You agree that when using the Site, you will act in a manner consistent with the goals of the Site, and by way of example, and not as a limitation, you specifically agree that:

You will not violate any applicable local, state, national or international law, including but not limited to any rule, regulation, decree or ordinance.
You will not post information on or download information from the Site unless you have all rights and authority necessary to do so.
You will not post any inappropriate, defamatory, vulgar, obscene, sexually explicit, potentially libelous or slanderous, infringing, harmful, harassing, threatening, illegal or other material or information that Ingengo in its sole discretion views as objectionable to the Site, including but not limited to text, graphics, audio and video files.
You will not defame, abuse, harass, stalk, threaten, embarrass, cause distress, unwanted attention or discomfort or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of any User or representative of Ingengo.
You may express your disagreement with someone’s point-of-view but personal attacks, or attacks based on another person’s race, national origin, ethnicity, religion, gender, sexual orientation, disability or other such condition or circumstance, are strictly prohibited.
You will not impersonate another person or entity, including but not limited to an Ingengo representative, or communicate under a false name or a name that you are not entitled or authorized to use.
You will not post surveys, contests, chain letters, pyramid schemes, unnecessarily long messages, unnecessary or repetitive posts, multiple ratings for the same item, meaningless text, spamming, offensive declarations or other similarly disruptive content.
You will not falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or other material posted on the Site.
You will not post files that contain viruses, corrupted files or other similar software, programs or routines that may damage the operation of another’s computer or any of the Site.
You will not attempt to “crack,” “hack,” “bomb,” manipulate or otherwise gain unauthorized access to another User’s user name(s) or other information, Ingengo servers, Ingengo software or areas of the Site not intended for your access.
You will not post, transmit or distribute any unsolicited advertising, promotional materials or other forms of solicitation to Users, individuals or entities, except in areas designated by Ingengo for such purposes.
You will not use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Site in a manner that sends more request messages to the Ingengo servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, we grant the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases.
You agree not to collect or harvest any personally identifiable information, including without limitation usernames, from the Site or to use the communication systems provided by the Site for any commercial solicitation purpose.
You agree not to solicit, for commercial purposes, Users of the Site.

Ingengo neither endorses the content of your communications, postings or data, nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such materials or any crime facilitated by use of the Site.

LICENSE GRANT AND CONTENT

Subject to this Agreement, Ingengo hereby grants you a nonexclusive, nontransferable right to: (a) access the Site; (b) access the Content; and (c) download, print and use the Content for your personal non-commercial use.

Nothing contained in the Content may be copied, reproduced, republished, uploaded, posted, transmitted or distributed for commercial purposes without the prior written consent of Ingengo or the applicable owner of such Content. When you download or print a copy of the Content for personal use, please retain all copyright and other proprietary notices contained therein. Modification of the Content or use of the Content for any other purpose than personal is a violation of Ingengo’s copyright and other proprietary rights.

Except as specifically permitted in this Agreement, you may not, directly or indirectly: (i) transfer, sell, sublicense, rent or lease the Content; (ii) circumvent any encrypted data or gain access to more materials or data than was licensed or use the Site in any manner which violates this Agreement or any applicable law; and/or (iii) copy (except as provided herein), reproduce, disclose, distribute, display, perform, publish, adapt, create derivative works of, translate or otherwise modify the Content or permit any third party to engage in any of the acts proscribed in clauses (i) through (iii).

The Content of the Site is protected by copyright and other United States and foreign intellectual property and related laws, rules and regulations. The Content includes both material owned or controlled by Ingengo and material owned or controlled by third parties and licensed to Ingengo. Except for User Content you post to the Site, title to all Content remains with Ingengo or the third party owners of such Content. Any use of the Content not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark and other laws.

SUBMISSIONS

Ingengo welcomes your comments regarding Ingengo’s products, including Ingengo’s online services. Please note, however, that Ingengo’s company policy does not allow it to accept or consider creative ideas, suggestions or materials other than those it has specifically requested. Ingengo hopes you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by Ingengo’s professional staff might seem to others to be similar to their own creative work. Accordingly, Ingengo must ask that you to not send Ingengo unsolicited original creative materials such as stories, character ideas or original artwork. While Ingengo does value your feedback on Ingengo’s services and products, Ingengo requests that you be specific in your comments on those services and products and not submit creative ideas, suggestions or materials.

If you send creative ideas, suggestions or materials to Ingengo that Ingengo has not specifically requested (collectively, “Submissions”), you grant to Ingengo and its designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, fully paid-up, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. None of the Submissions shall be subject to any obligation, whether of confidentiality, attribution or otherwise, on Ingengo’s part. All Submissions will be deemed non-confidential and Ingengo is not liable for any use or disclosure of Submissions. Any unsolicited hard-copy Submissions sent to Ingengo will not be acknowledged or returned and shall be deemed, and shall remain, the property of Ingengo.

USER CONTENT

As a User, you may post or submit content to the Site (“User Content”). User Content does not include Submissions. You understand that whether or not such User Content is published, Ingengo does not guarantee any confidentiality with respect to any User Content.

You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent and/or warrant that you own or have the necessary licenses, rights, consents and permissions to use and authorize Ingengo to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all of your User Content to enable use of the User Content in the manner contemplated by the Site and this Agreement.

For clarity, you retain all of your ownership rights in your User Content. By submitting your User Content to the Site, you hereby grant Ingengo a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Site and Ingengo’s business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any and all media formats and through any and all media channels. You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under the terms of this Agreement. You understand and agree, however, that Ingengo may retain, but not display, distribute or perform, server copies of User Content that have been removed or deleted. You further agree that you will not submit material that is: (a) copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including without limitation privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner(s) to post the material and to grant Ingengo all of the license rights granted herein; and/or (b) contrary to applicable local, national, and international laws and regulations.

Ingengo does not endorse any User Content or any opinion, recommendation or advice expressed therein, and Ingengo expressly disclaims any and all liability in connection with User Content. Ingengo does not permit copyright infringing activities and infringement of intellectual property rights on its Site. Ingengo will remove all Content and User Content if properly notified that such Content or User Content infringes on another’s intellectual property rights. Ingengo reserves the right to remove Content and User Content without prior notice and expressly reserves its rights under the Good Samaritan provisions of Communications Decency Act, Title 47, United States Code, Section 230(c).

Any opinions and recommendations expressed on the Site are those of the person expressing such views and not those of Ingengo. Ingengo is not responsible for and does not assume any liability for the comments and opinions expressed by Users. You agree to hold Ingengo and its affiliates, employees, community administrators and community hosts free of responsibility for any potentially damaging User Content posted by you or other Users or sent through the personal mailbox feature. You acknowledge that Ingengo does not control the specific content of your messages and personal notes or the messages and personal notes by other Users. Users shall remain solely responsible for their User Content.

THIRD PARTY LINKS

This Agreement applies only to the Site. The Site may provide links to other web sites and resources, the content and features of which may change over time. Because Ingengo has no control over such third-party sites and resources, you acknowledge and agree that Ingengo is not responsible for the availability of such web sites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such web sites or resources.

Separate end user license agreements or terms of use that set forth additional conditions may apply to a service or product offered via the other web sites. Please also note that registration and certain other information about you are subject to the privacy policy posted at the web site on which you are providing your information. Please read that web site’s privacy policy for information on how your data will be handled.

YOU AGREE THAT YOUR USE OF THIRD PARTY WEB SITES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEB SITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO SUCH WEB SITES AND RESOURCES.

It is possible that other web sites and resources provide links to the Site (whether with or without Ingengo’s authorization). Ingengo has no control over web sites and resources that provide links to the Site and you acknowledge and agree that Ingengo does not endorse such web sites and is not responsible for any links from those web sites or resources to the Site or for any content, advertising, products or other materials available on such other web sites. You further acknowledge and agree that Ingengo is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or inability to use (i) web sites or resources to which Ingengo provides links or that provide links to the Site, or (ii) any content, goods or services available on or through any such web sites or resources.

Ingengo has the right, at any time and in its sole discretion, to block links to the Site through technological or other means, without prior notice.

DISCLAIMER OF WARRANTIES

THE CONTENT, MATERIALS, PRODUCTS AND SERVICES AVAILABLE AT THE SITE ARE PROVIDED ON “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INGENGO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. INGENGO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SUCH MATERIALS AND PRODUCTS, OR IN THE SITE, WILL BE UNINTERRUPTED OR ERROR-FREE, WILL BE AVAILABLE FOR USE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, INCLUDING THE STORAGE SERVICES AND THEIR CONTENTS, OR THE SERVER THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

This Site is to be used for general information and entertainment and educational purposes only. It is not intended for any other purpose. This Site does not distribute medical, health, legal, or financial advice.

Finally, we do not assume any liability for any damage or costs you may incur as a result of transmissions over the Internet or other publicly accessible networks, including the exchange of e-mail (which may or may not contain your personal information). In no event shall the information you provide us be deemed confidential. We are not liable under any circumstances in which information is inadvertently released by us or accessed by third parties without our express, written consent.

Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

LIMITATION OF LIABILITY

IN NO EVENT SHALL INGENGO OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, CONTENT OR SERVICE OR WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, PRODUCTS AND SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SITE, INGENGO ‘S REMOVAL OR DELETION OF ANY CONTENT OR RECORDS SUBMITTED OR POSTED ON ITS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF INGENGO OR ANY OF ITS SUBSIDIARY COMPANIES, AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THIS APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTIAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT INGENGO SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, INACCURATE OR ILLEGAL CONTENT POSTED BY ANY USER ON THE SITE.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Ingengo, its affiliates and their respective directors, officers, members, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from (a) any material posted or otherwise provided by you that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, (b) any misrepresentation made by you in connection with your use of the Site and Content; (c) any non-compliance by you with the terms and conditions of this Agreement; and (d) claims brought by persons or entities other than the parties to this Agreement arising from or related to your access and use of the Site and Content, including the information obtained through the Site.

MINORS

If you have agreed to allow your minor child, or a child for whom you are legal guardian (a “Minor”), to access and use the Site, you agree that you shall be solely responsible for: (a) the online conduct of such Minor; (b) monitoring such Minor’s access to and use of the Site; and (c) the consequences of any use of the Site by such Minor. At various places on the Site, we may ask whether users are under the age of 18 or 13. We rely on our users to be truthful in responding to these questions. If a user does not identify his/her proper age, we cannot verify actual age with respect to our Privacy Policy.

CHILD ONLINE PROTECTION ACT NOTIFICATION

Pursuant to 47 U.S.C. Section 230(d) as amended, Ingengo hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at the Electronic Frontier Foundation Web site, http://www.eff.org/pub/Censorship/Ratings_filters_labelling/, and at the America Links Up Web site, http://www.netparents.org/parentstips/browsers.html. To view information on our policy regarding the privacy of children under the age of 13, please see our Privacy Policy.

CLAIMS OF COPYRIGHT INFRINGEMENT

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you are a copyright owner or an agent thereof and believe in good faith that materials hosted by Ingengo infringe your copyright, you (or your agent) may send Ingengo a notice requesting that the material be removed or access to it blocked by providing Ingengo’s Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

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 Web site are covered by a single notification, a representative list of such works at that Web 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 Ingengo to locate the material;

Information reasonably sufficient to permit the Ingengo to contact you, such as a name, address, telephone number, and, if available, an e-mail address;

A statement that you have 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; and

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Ingengo a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notices and counter-notices with respect to this website should be sent to Ingengo’s Copyright Agent:

By mail:
PO Box 771
Wurtsboro, NY 12790
By e-mail: info@ingengo.com

Ingengo suggests that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

For clarity, only DMCA notices and counter-notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Ingengo online customer. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

EXPORT CONTROL

By visiting the Site, submitting information or using any of Ingengo’s services, you acknowledge that you accept the practices and policies outlined in this Agreement and consent to having your data transferred to and processed in the United States. If you do not agree to this Agreement, please do not use the Site.

The Site is controlled and operated by Ingengo from the United States. Ingengo does not represent or warrant that the Site, or any part thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You also are subject to United States export controls in connection with your use of the Site and/or services related thereto and are responsible for any violations of such controls, including, without limitation, any United States embargoes or other federal rules and regulations restricting exports. Ingengo may limit the availability of the Site, in whole or in part, to any person, geographic area or jurisdiction that Ingengo chooses, at any time and in Ingengo’s sole discretion.

MISCELLANEOUS

(a) Reservation of Rights. Ingengo reserves all rights not expressly granted by this Agreement.

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. Although you acknowledge that we will have the ability to enforce our rights in any court of competent jurisdiction, you hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, regarding any and all disputes relating to this Agreement or your use of the Site.

(c) Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement or the Website shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be before a single arbitrator. Any such controversy, dispute or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any controversy, dispute or claim of any other party. The arbitration shall be conducted at a site in the State of New York, and under the laws of the State of New York (without giving effect to conflict of law principles), and judgment on the arbitration award may be exclusively entered in any court having jurisdiction thereof within the State of New York. Nothing herein shall limit the right for us to seek any interim or preliminary equitable or injunctive relief from a court of competent jurisdiction necessary to enforce any right under this Agreement pending the completion of arbitration. Each party shall bear one-half of the costs of the arbitration, including the fees incurred through AAA. You expressly consent to and waive any objection which you may have or hereafter have to the venue or jurisdiction of any such action, suit or proceeding as set forth herein.

(d) Material Terms. You acknowledge and agree that the warranty disclaimers and liability and remedy limitations in this Agreement are material terms of this Agreement and that they have been taken into account in the decision by Ingengo to provide the Site.

(e) Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, that term or provision will be deemed modified to the extent necessary to render such term or provision enforceable, and the terms and conditions hereunder will be construed and enforced accordingly, preserving to the fullest permissible extent the intent of this Agreement.

(f) Assignment; waiver. You may not assign any of your rights, obligations or privileges hereunder without the prior, written consent of Ingengo. Any assignment of the foregoing other than as provided for in this section shall be null and void. No waiver of any provision or any right granted hereunder will be effective unless set forth in a written instrument signed by the waiving party. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.

(g) Complete Agreement. This Agreement, including any references mentioned and incorporated herein, together with such changes as may be subsequently made by Ingengo, constitutes the complete agreement between you and Ingengo, its subsidiaries, affiliated companies, licensors, and those third parties assisting in the operation of the Site with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, written or oral. This Agreement may not be amended by the user. This Agreement supersedes any previous quotations, correspondence, or other communications, written or oral, between you and Ingengo.