# Terms of Use
Welcome to www.explorableplaces.com (the “**Website**”).
This Website is operated by Oslo Innovations, L.L.C., a New York limited liability company (doing business as Explorable Places) (sometimes referred to as “we,” “us,” “our”).
By using this Website or any related app or service operated by us, you are agreeing to these Terms of Use (the “**Terms**”) and our Privacy Policy available at www.explorableplaces.com/privacy (the “**Privacy Policy**”). All references to “you” mean you, an individual. However, if you are using the Services (as defined below) or any related app or service on behalf of a business entity, then “you” means both you and your business entity.
If you do not agree to these Terms, then do not use the Services.
## Use of the services
### “Services”
As used in these Terms and our Privacy Policy, “*Services*” mean this Website and all related apps and services operated by us. For clarity, although we help destinations and leaders and other related parties connect with respect to finding and organizing learning experiences, the actual learning experiences are not a part of our services and therefore not included in the defined term “Services.”
### Provision
We will use commercially reasonable efforts to ensure the Services are up and running but we are not liable for any time during which the Services may be down. We may modify, change, or remove, parts or all of the Services at any time.
### Prohibited Uses
You may not do anything through the Services that is illegal or that diminishes our purposes or that will harm the Services including without limitation using bots, scrapers, harvesters, or other automated systems. You may not use the Services if you are under 13, if we have restricted or terminated your use of the Services, or if your use of the Services will violate another contract.
### Third-Party Sites
If you click on any links that take you away from our Services, then you use those other sites and services at your own risk.
### Advertisements
We may serve third-party advertisements on the Services. If you click on or purchase any of the goods or services for those third parties, you do so at your own risk. Our inclusion of those advertisements on the Services is not an endorsement by us of their goods or services.
## User accounts
### In General
We may allow you to create a user account through the Services. If you create an account, then we may request information about you as provided in these Terms and also as provided in our Privacy Policy (for information on how we use that information, please review our Privacy Policy). You are responsible for everything that happens through your account. You must keep your account credentials private and must not allow other people to use your account.
### Content Submitted Through Your Account
If you submit content to us about your business, then such content will be deemed included in the definition of “Your Content” (see below in the section titled Your Property Rights) and we may use the same as permitted in these Terms and/or our Privacy Policy. For clarity, this includes using Your Content to market your business as a potential destination for learning experiences.
### Premium Services (Paid Accounts)
Some or all of the Services may be accessible only after signing up for a paid account (“**Premium Services**”). The fees for Premium Services are described within the Services and/or will be provided to you in a separate written document, including email. If you sign up for a Premium Service, then you are thereby agreeing to pay us all fees required for that paid account as described on our Services or as agreed to between you and us in writing, including email.
For clarity, the “Premium Services” are part of the “Services” and all provisions in these Terms and our Privacy Policy that apply to the Services also apply to the Premium Services. However, solely with respect to the Premium Services, if there are any conflicts between the provisions in this section regarding Premium Services and other provisions in these Terms or our Privacy Policy, then the provisions in this section regarding Premium Services shall supersede those other conflicting terms to the extent of the conflict. For clarity, although we help destinations and leaders and other related parties connect with respect to finding and organizing learning experiences, the actual learning experiences are not a part of our services and therefore not included in the defined term “Premium Services.”
You may only sign up for a Premium Service if you provide us with valid credit or debit card information and authorize us to charge your payments (in most situations, recurring payments) to that card. Your continued used of the Premium Services is also contingent on those payments being approved and processed. By submitting that card information to us, you represent and warrant that you are authorized to use that card. If your card information becomes invalid or your card is rejected, we will try to contact you to request valid credit card information from you and we may suspend your Premium Services until your payments are processed in accordance with these Terms.
Either party may terminate your use of the Premium Services at any time by providing prior written notice (including electronic communication) of such termination to the other party or by using the termination features of the Premium Services, if any. However, your obligation to pay us for Premium Services rendered, as well as all of your representations, warranties, and indemnifications in these Policies, shall survive the termination of such Premium Services indefinitely. Additionally, upon such termination, you will not be entitled to a refund of sums already paid to us for Services or Premium Services not yet rendered unless we failed to perform a majority of the Services offered to you under the description of Premium Service.
## Content & intellectual property
### Our Property Rights
The Services, including without limitation all design, software, code, and other content on the Services, are either owned by us, licensed to us, or likely owned by another individual or business and may be protected by copyright, trademark, patent, trade secret, or other intellectual property laws. Your use of the Services does not grant any rights to you other than the right to use the Services for their intended purpose as outlined in these Terms.
### Your Property Rights
If you submit any content to us including text, photos, videos, or other content (“**Your Content**”), then you (a) represent and warrant that you either own or have permission to use all of Your Content including the intellectual property in and to the same; and (b) you grant us an irrevocable, worldwide, perpetual, sub-licensable, royalty-free, transferable, license to use Your Content including without limitation the right to reproduce, prepare derivative works from, distribute, display, and perform, all of Your Content for any reason, with or without attribution. For clarification, the license above is perpetual and irrevocable, meaning your termination of your use of the Services does not terminate the license. Additionally, Your Content may be visible to other users of the Services and we cannot guarantee that they will not violate your rights with respect to Your Content and we disclaim all liability for such uses by other users. You may request that we remove Your Content from our Services but we may not be able to do so and we are not obligated to do so. We also have no obligation to retain any of Your Content.
### Removal of Destinations, Businesses, Community Partners, etc.
If your business or destination is listed on our Services as a potential location for learning experiences and you do not want your business or destination listed, then you may contact us at info@explorableplaces.com to request that we remove the same from the Services. We respect your rights and will comply with all lawful requests for removal of the same.
### User Reviews
If you submit a review on or through our Services, then such review will be deemed included in the definition of “Your Content” (see above in the section titled Your Property Rights) and we may make any use of the same as permitted in these Terms and/or our Privacy Policy.
### Copyright/DMCA Policy
We respect intellectual property rights and it is our policy to comply with the Digital Millennium Copyright Act of 1998 (“**DMCA**”). If you believe content on our Services infringes your copyright (or the copyright of someone which you are authorized to represent), please submit a written or digital DMCA Notice to our Designated DMCA Agent at: Address or Email.
Your DMCA Notice must include the following:
1. Identification of the copyrighted work that you claim has been infringed;
2. Identification of the material that is claimed to be infringing and specifically where it is located on the Service;
3. Sufficient information for us to contact you such as your address, phone, or email address.
4. A statement that you have a good faith believe that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
5. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and
6. An electronic or physical signature of a person authorized to act on behalf of the copyright owner.
**PLEASE NOTE**: Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
## Application program interface (API) terms
### API Terms & Conditions
At our sole discretion, we may allow you to interact with, pull data from, and use, the Services using one or more Application Program Interface (commonly referred to as an API) and if we do, then additional API terms and conditions may apply to your use of our APIs. For clarification, our API(s) are considered part of our “Services.”
## Disclaimers & liability limitations
**THIS SECTION IS IMPORTANT. YOU SHOULD READ IT.**
**THE SERVICES ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS SUBJECT TO THE FOLLOWING DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS.**
We do not perform background checks or safety reviews or other related due diligence on the destinations (museums, attractions, etc.) and/or individuals (business owners, managers, teachers, etc.) which are described on our Services. If you choose to visit any of the destinations described on our Services, or if you choose to interact with any of the individuals described on our Services, you do so at your own risk. You agree that you have had whatever opportunity you deem necessary to investigate the destination you may visit for a learning experience and that you are not relying upon any statement of law or fact made by us relating to the same. You agree that taking a learning experience to a destination described on our Services may carry inherent risk, and by participating in such a learning experience, you choose to assume those risks voluntarily. For example, some learning experiences may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in the learning experience. You assume full responsibility for the choices you make before, during and after your participation in a learning experience. If you are bringing guests to the learning experience, including minors and/or students, you are solely responsible for the supervision of those guests throughout the duration of your learning experience and to the maximum extent permitted by law, you agree to release and hold harmless us and our Affiliates from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that guest during the learning experience or in any way related to your learning experience.
We do not provide any express warranties or representations and disclaim any and all imputed warranties and representations, including without limitation all warranties of merchantability, fitness for a particular purpose, title, accuracy of data, and non-infringement. We disclaim all liability for identity theft and other misuse of your identity or other content. We do not make any guarantees regarding the operation of the Services, portions or all of which may be unavailable at times or terminated permanently. We do not control or vet content submitted by the users of our Services.
Except as expressly provided in another contract between you and us, your sole remedy for dissatisfaction with the Services is to terminate your user account and/or your use of the Services. Neither us nor any of our parents, subsidiaries, affiliates, licensors, or the owners, members, directors, officers, employees, contractors, or agents of any of the same (“**Affiliates**”) shall be cumulatively liable for any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Services or any of the content or other materials on, accessed through, or downloaded through, the Services. Subject to the other limitations in the policies, our liability, if any, as well as the liability of any of our Affiliates, if any, shall be limited to the sums paid by you to us or our Affiliates in the 12-months immediately preceding the date on which your claim arose. Further, any cause of action or claim which you may have which arises out of or relates to these Terms or our Privacy Policy or your use of the Services, must be brought, if at all, within one-year after the cause of action accrued, otherwise, such cause of action or claim shall be permanently barred. This limitation of liability shall apply regardless of whether you base your claim on contract, tort, statute or any other legal theory; we knew or should have known about the possibility of such damages; or the limited remedies provided in this section fail of their essential purpose.
You shall save, indemnify, and hold us and our Affiliates harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees) related to all third party claims, charges, and investigations, caused by (a) your failure to comply with these Terms, (b) your submission of content that violates third party rights or applicable laws, (c) any applications or programs which you create which use any of our Services, and (d) any activity in which you engage on or through the Services including without limitation your interaction with other users of the Services and learning experiences to destinations described on our Services, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction or learning experience.
Certain state laws do not allow limitations on implied warranties or the exclusion of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, and limitations, may not apply to you and you may have additional rights.
## Arbitration
If a dispute arises between you and us related to your use of the Services, these Terms, or our Privacy Policy, then the dispute shall be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited) and shall be administered by the American Arbitration Association (“AAA”). To initiate an arbitration, you must send a letter requesting arbitration and describing your claim to our registered agent on file with the New York Secretary of State. The arbitration proceedings shall be held in New York County, NY, USA. If this agreement to arbitrate is found not to apply to your claim, then both you and us agree that any judicial proceedings will be brought in accordance with the governing law and jurisdiction/venue provisions below.
Notwithstanding the agreement to arbitrate above, either you or us may assert a claim seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Services or intellectual property infringement (for example, trademark, trade secrets, copyright or patent rights) without first engaging in arbitration.
**CLASS ACTIONS ARE PROHIBITED**: All claims, including without limitation all arbitration claims, must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations, are not allowed.
## Miscellaneous
### Termination
You may stop using the Services at any time. Additionally, if you create a user account, you may terminate the account at any time. However, you will remain liable for any damage you caused or may later cause to us or any part of the Services.
In our sole discretion, at any time, and with or without notice, we may (a) suspend your access to or terminate your right to use of all, or parts of, the Services; (b) suspend your access to or terminate your user account, if applicable; and/or (c) suspend or terminate all, or parts of, the Services.
### Governing Law; Jurisdiction; Venue; & Waiver of Jury Trial
These Terms and our Privacy Policy are governed by and shall be construed in accordance with New York law, without regard to its conflict of laws rules. If a dispute arises between you and us related to your use of the Services, these Terms, or our Privacy Policy, and if such dispute is for any reason not subject to the arbitration requirements above, then the dispute shall be resolved in the US. District Court for the Southern District of New York and/or the courts in New York County, New York, and you and us each consent to venue and personal jurisdiction there. Both you and us waive trial by jury in all actions, proceedings, and counterclaims brought by either party against the other on any matter related to your use of the Services, these Terms, or our Privacy Policy.
### Contact
Except as otherwise required, all notices and communications that you may send to us shall be sent to us, with all expenses prepaid, at the following address: 809 W 181st St. #181, New York, NY 10033. You may send informal communications to us via email at info@explorableplaces.com.
### Entire Agreement; Severability; Waiver
These Terms and our Privacy Policy set forth the complete and entire agreement between you and us relating to your use of the Services and supersede all other negotiations, proposals, or agreements, whether oral or written, previously discussed or entered into between you and us related to your use of the Services. Each provision of these Terms and our Privacy Policy shall be treated as separate and independent from the other provisions and the unenforceability of one shall not impair the enforceability of the others. The failure or delay by us to exercise any right or remedy set forth in these Terms or our Privacy Policy will not operate as a waiver thereof. The waiver by us of a breach of any provision in these Terms or our Privacy Policy will not operate as a waiver of any subsequent breach. No waiver by us will be effective unless and until it is in written form and signed by us.
### Assignment
These Terms and our Privacy Policy and all rights and licenses granted to you, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.
## Power to amend these terms
We may amend these Terms and/or our Privacy Policy at any time by providing advance notice to you on the Website, through the Services, or through another communication channel. Your continued use after we provide the notice constitutes your consent to the amendment(s).
