Tynker CodeMaker Camp Program - Terms of Teacher Engagement
PLEASE READ THIS TEACHER ENGAGEMENT AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE DECIDING TO BECOME AN AGENT FOR NEURON FUEL, INC. D/B/A TYNKER (“COMPANY, “TYNKER,” “WE,” OR “US”) IN THE TYNKER CODEMAKER CAMP PROGRAM. IF YOU DECIDE TO BECOME A PARTICIPANT IN THE TYNKER CODEMAKER CAMP PROGRAM AND OFFER TEACHING SERVICES FEATURING TYNKER CODING CURRICULUM TO CHILDREN DURING YOUR SUMMER BREAK OR AFTER SCHOOL DURING THE FOLLOWING ACADEMIC YEAR, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY – AND A PARTY TO – THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ANY OTHER TERMS OR COMMUNICATIONS PERTINENT TO THE TYNKER CODEMAKER CAMP PROGRAM. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DON’T UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE TYNKER CODEMAKER CAMP PROGRAM, OFFER ANY SERVICES IN CONNECTION WITH IT, USE ANY BRANDS OR OTHER INTELLECTUAL PROPERTY ASSOCIATED WITH IT, AND WILL HAVE NO RIGHT TO USE ANY MATERIALS ASSOCIATED WITH IT. ACCESS TO OUR WEBSITE AND SERVICES ASSOCIATED WITH THE TYNKER CODEMAKER CAMP PROGRAM AND USE OF COMPANY’S SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
The Tynker CodeMaker Camp Service (“Service”) allows educators (“Camp Teachers”) to teach computer science to students (“Campers”) using Tynker™ coding curriculum, an educational platform and package of curriculum and teaching methods used by millions to learn computer science in a fun and intuitive way. Using the Service, Camp Teachers create a Camp Teacher account that enables them to design and publish a CodeMaker Camp website to promote their own camp offering. Parents can select camp sessions and register their kids (i.e., the Campers) through individual Camp websites. Teachers and Campers will have access to the Tynker coding curriculum for camps through the Tynker.com web site. Tynker collects payment from the parents for each camp registration and in turn pays the Camp Teacher via a series of commission payments for each Camper’s session.
Terms of Engagement:
- Participation in the Service as Tynker’s sales agent is only open to student-facing educators (i.e., teachers or school administrators such as principals, vice principals, head masters, and others holding senior level administrative positions) who are employed at K-12 public, public charter, private, or parochial schools or districts in the United States and who have been the subject of a criminal background check as a condition of that employment.
- You must apply to participate and provide such information as Tynker reasonably requests as part of the application process. You must provide whatever consents and releases that Tynker reasonably requests in order to process and review your application and you must agree to the representations set out below.
- Tynker has sole discretion to accept or reject your application. Its decision regarding acceptance is final.
- You are a student-facing educator (i.e., a teacher or school administrator such as a principal, vice principal, head master, or other person holding a comparable senior level administrative position) who is at least 18 years old and employed at K-12 public, public charter, private, or parochial schools or districts in the United States and who has been the subject of a criminal background check as a condition of that employment.
- You will manage your own camp’s staff, location/facility, and equipment.
- You will obtain and maintain appropriate insurance coverage as set forth further below.
- You are responsible for identifying, reporting, paying, and otherwise complying with all pertinent tax obligations applicable to the operation of your camp (e.g., sales, business, employment/payroll, income, and any other taxes). We recommend that you consult a tax professional for all tax matters.
- You will comply with all relevant local, state and federal regulations, including but not limited to
privacy regulations regarding minors such as the Federal Trade Commission Children's Online Privacy
Protection Rule, and rules regarding persons with disabilities.
- In particular, you must research, identify, review, and comply with all federal, state, and local rules and regulations that apply to the operation of camps such as the Tynker CodeMaker Camps.
- If you hire staff, you will be responsible for ensuring that they are properly vetted to work with minors and that they comply with all pertinent provisions of this Agreement, including but not limited to complying with all relevant local, state and federal regulations, including but not limited to privacy regulations regarding minors such as the Federal Trade Commission Children's Online Privacy Protection Rule.
- You will not mislead or defraud Tynker or Tynker’s customers (i.e., parents and campers).
- You will maintain all information regarding the campers carefully, including but not limited to that of campers under 13 years old.
- You will comply with all policies, terms, and other procedures announced by Tynker for the Service. You should also follow all best practices for operating a camp that includes minors, including but not limited to the “Rule of Three” (i.e., no Camper should go or be left anywhere without one teacher or staff member and at least one other either another Camper or another adult such as a parent, including but not limited to the bathroom, the classroom, and any separate eating areas).
- You will set your own camp registration prices based on local market conditions, your anticipated costs (e.g., for rent, insurance, business licenses, staff, Internet service, etc.), likely enrollment, etc.
- You will ensure that all payments from parents for the Service are processed through Tynker’s on-line payment transaction processing service. You will not accept cash or check payments of any sort, including but not limited to payments to you from parents with the understanding that you will in turn use your or any third party’s credit or debit card to make the online payments for the parent.
- You will represent Tynker as if you were its ambassador, being respectful, courteous, and professional in all dealings with parents, Campers, and other third parties with whom you may interact in connection with the Services.
- You will operate your camp efficiently, professionally, and in such a manner so as to foster the Campers’ educational growth in a fun and healthy learning environment.
- You will not engage in any activities during or outside the scope of your camps that might reflect negatively on Tynker, the Services, or the TYNKER brand. This includes but is not limited to criminal conduct of any sort and dangerous or suspicious activities.
- You will promote your own camp and solicit Campers in accordance with Tynker’s standards.
- Though “Tynker” may appear in marketing materials, your formal and informal business names must not include “Tynker”.
- You will complete your obligations to parents in an orderly fashion, including all those associated with enrolling Campers, making arrangements for each camp session, conducting each camp session, all communications with parents, and any appropriate follow up steps after each camp session concludes.
- You will abide by the Tynker CodeMaker Camp Inclusion Pledge (the “Pledge”), under which you commit to promote diversity, inclusion, and equity in your camp and not refuse registration to anyone on the grounds of race, gender, sexual orientation, ethnicity, religion, national origin, or any other protected class or status.
Company’s Contractual Relationship
- If your application is approved, the contractual relationship that this Agreement creates is solely between Tynker and you.
- You may form a limited liability company (an “LLC”) or a corporation to operate your camp if you so desire and if permitted by applicable law. You must be the sole member of any such LLC or the sole shareholder of any such corporation. If you choose to form one of these entities, the contractual relationship that this Agreement creates will be between Tynker on the one hand and your LLC or corporation on the other (so long as you personally guarantee all obligations of your LLC or corporation).
- Parents will pay all camp fees on line, via credit card or debit card. They may not pay by cash or traditional paper check. As noted above, you may not accept cash or check payments of any sort, including but not limited to payments to you from parents with the understanding that you will in turn use your or any third party’s credit or debit card to make the online payments on behalf of the parent.
- After subtracting the cost that we incur for the online financial transactions for the sales to parents (currently around 3%), we will pay you a commission of 80% of the total registration fees charged and received for each student that you enroll in your CodeMaker Camp.
- You will establish an online account with our online payment processor (currently Stripe™) for us to deposit your commissions from our master online payment processor account (into which parents’ camp registration fees will be deposited). You may transfer funds from that account to an online account you maintain with a financial institution of your choosing.
- We will pay you your commission in a series of installments on the following schedule:
- Approximately 4 weeks before the start of each week-long camp session that you conduct, Tynker will pay you a draw against your total expected commission for that camp session. The draw will equal 75% of the total expected enhanced commission for that camp session, up to a maximum draw of $5,000 for that session. Draws may be offset by cancellation refunds and transfer charges (no commissions will be paid on any cancellation or transfer fees retained by Tynker).
- Promptly after you complete each full week-long camp session, Tynker will pay you the balance of the commission it owes you for that session (i.e., the other 25% not yet paid and any amount not yet paid in excess of $5,000 maximum draw for that session).
- Tynker will pay all credit card and other on-line transaction fees associated with your camp.
- You will not make any payments to us. Your payment obligations will be only to third parties with which we have no affiliation of any sort (contractual, ownership, other) for rent, insurance, equipment, staff, Internet service/Wi-Fi, licensing fees, etc.
- You will direct parents enrolling their children in your camp to Tynker’s online payment system to pay all camp registration fees.
- In the event of a cancellation or schedule change (which will require a cancellation and re-booking),
you will direct the Camper’s parents to enter the pertinent information into Tynker’s system. Tynker
will impose the following charges for cancellations and other changes:
- For making schedule changes or cancelling a Camper’s registration, there isa $25 charge if the parent makes the request up to 30 days before camp.
- For cancellations made with less than 30 days before the camp starts, parents will forfeit 100% of their registration fee if they cancel.
- As described above, we will pay you your commission in installment payments made to your online account to linked to Tynker’s account.
Communications with Tynker
- You agree that we may communicate with you (and you with us) via email and other forms of electronic communication.
- You agree to receive, promptly review, and when requested, timely respond to all communications from us. These may include communications regarding Services, payment transactions, marketing, and/or general administration.
- We may (but are not required to) also establish other communication vehicles (e.g., a help phone line) that you may use.
Tynker’s Use of Your Information
- Tynker authorizes you to use the TYNKER and TYNKER CODEMAKER CAMP service marks for general marketing and operational purposes (but not in your business name), in accordance with guidelines that it may distribute from time to time, from the date of this agreement until the end of the last session of your camp.
- Tynker will license you to use Tynker website for your students during camp sessions. Once your camp
sessions conclude, unless you have a separate agreement with Tynker in connection with your school or
other organization, you must cease use of the TYNKER and TYNKER CODEMAKER CAMP service marks.
- You are free to offer camps or other similar services or programs that are not associated with Tynker as long as you do not use any Tynker marks, Tynker curriculum, or Tynker’s payment processing system.
- Campers may continue to use the Tynker website after their camp session concludes.
- All materials displayed or performed in connection with the Services, Tynker’s curriculum, its website, and related services (including, but not limited to text, software, code, graphics, articles, photographs, images, illustrations, including User Submissions (as defined below) (collectively “Content”) are protected by U.S. copyright laws, international conventions, and other intellectual property laws.
- You will abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through or provided by Tynker.
- You may not use, copy, reproduce, reverse engineer, disassemble, modify, publish, transmit, participate in the transfer or sale of, or create derivative works based on, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, reverse engineer, or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.
- In the course of operating your camps, you and other users may provide information which may be used by
Company in connection with the camp program and which may be visible to certain other users.
- For all User Submissions, you grant Company a license to translate, modify (for technical purposes, for example making sure your content is viewable on your smart phone as well as your computer) and reproduce such User Submission, in each case to enable us to operate our site, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
- If you store a User Submission in your own Company account associated with the camp program, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Company the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of displaying that Personal User Submission to you.
- If you share a User Submission only within a Limited Access Group, or otherwise in a manner that only certain specified users can view (each, a “Limited Access User Submission”), then you grant Company the license above, as well as a license to display, perform, and distribute your Limited Access User Submission for the purpose of displaying that Limited Access User Submission to other members of that Limited Access Group (or to such specified users, as applicable) and providing you the Services necessary to do so. Also, you grant the other members of that Limited Access Group (or such specified users, as applicable) a license to access that Limited Access User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. For example, if you share a project in your Limited Access Group, you grant the other members of the Limited Access Group the rights necessary to view that project and to create derivative works by adding to and modifying it.
- If you share a User Submission in a public “community” on the Services or in a manner that more than just you or your Limited Access Group can view (a “Public User Submission”), then you grant Company the license above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of displaying that Public User Submission to all Company users and providing you the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with Company and the Services, provided that Company will try to notify you if it uses your Public User Submission for any reason other than displaying it on the Services. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. For example, if you share a project in a public “community”, you grant the other members of the “community” the rights necessary to view that project and to create derivative works by adding to and modifying it.
- Any user and Company may use, modify, reproduce, display, perform, distribute or create derivative works of a Public User Submission or a Limited Access User Submission (for which they have permission to access), provided that such user or Company must provide attribution to the original author(s).
- You agree that the licenses you grant are perpetual, royalty-free, irrevocable, sublicensable, transferable and worldwide.
- Finally, you understand and agree that Company, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media.
- You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated, and that Company will not be liable for any errors or omissions in any content. You understand that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, Company cannot guarantee the authenticity of any data which users or merchants may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
- Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the site.
- This Agreement only permits you to use the services to operate Tynker CodeMaker Camp during the summer and, if you so request and Tynker provides its written consent (which it may withhold, condition, or delay in its sole discretion), in after-school programs during the academic year following the conclusion of your camps.
- You may not operate your camp at your residence (or someone else’s residence). It must be conducted in space designed for or otherwise suitable for a classroom setting.
- Your access to the Tynker site, Tynker’s curriculum, and Tynker’s software pursuant to this Agreement may not be used for any purpose other than your operation of your Tynker CodeMaker Camp.
- This Agreement and the contractual arrangement they reflect is intended only for individual teachers (or individual teachers operating through an LLC or corporation for which they are the sole member or shareholder). It is not intended to be used by commercial entities, professional camp organizations, or the like. Any such entities should contact Tynker at email@example.com to discuss options that might be suitable for it.
- You will indemnify, defend and hold harmless Tynker and all of its officers, directors, parents, affiliates, principals, members, shareholders, subsidiaries, employees, agents, representatives, and assigns from and against any and all suits, claims, damages, demands, losses, costs, expenses and liabilities, including reasonable attorneys’ and experts’ fees, penalties, and compensatory, multiple, exemplary, and punitive damages as well as any other litigation costs (collectively, the “Claims”), arising out of, resulting from, or relating to (i) your role as a Camp Teacher, (ii) your operation of a CodeMaker Camp, (iii) your interactions with Campers and their parents and guardians, (iv) your representations above and statements made in your application, (v) your camp location, and (vi) your staff.
- You may not enter into any settlement of any Claims asserted against Tynker, or agree to any remediation in connection with any release or threatened release for which Tynker might be primarily, jointly, or secondarily responsible, without Tynker’s written approval, which it will not unreasonably withhold.
- Tynker may, if it so chooses, assume the defense and settlement of any Claim brought against it with counsel of its own choosing at its own expense.
- Tynker will indemnify you against any claims that your use of our intellectual property in accordance with this Agreement infringes a third party’s intellectual property.
- You will obtain and maintain constant appropriate insurance coverage provided by financially stable insurers from the date you are accepted by Tynker as a Camp Teacher until at least 90 days after the last day of your last CodeMaker Camp session. This insurance should provide coverage regardless of whether a claim was made during or after a camp session.
- As a condition of operation, you must provide Tynker with reasonable evidence of the required insurance
(e.g., by providing a copy of your coverages page) showing that the insurance coverages
- are in full force and effect,
- provide the following minimum coverages:
- General liability: each occurrence - $2,000,000
- General aggregate: $5,000,000
- Personal and Advertising Injury: $2,000,000
- Legal Liability to Participants: $2,000,000
- Professional Liability: $2,000,000
- Damage to Premises Rented to You: $1,000,000
- Medical Expense (other than participants): $5,000
- Hired Auto and Employers' Non-ownership Liability: $2,000,000
- Medical Payments for Participants (excess): $250,000
- Medical Expenses Reimbursement for Participants: $1,000
- Abuse, Molestation, Harassment or Sexual Conduct Defense Cost Reimbursement: $100,000
- they may not be cancelled, non-renewed, or materially changed until Tynker has received written notice of such in accordance with the policy’s notice provision, and
- they name Company and any affiliates as additional insureds.
- Any deductibles associated with your insurance policies shall be your sole responsibility.
- You should consult your insurance professional and review local and state requirements.
Duration and Termination
- This Agreement will remain in effect for the shorter of one year from the date it becomes effective or until the last day of the school year (following your last camp session) in the jurisdiction and system within which you teach or work.
- Tynker may – but is not required to – offer this program again next year, in either substantially the same form and/or a different form. If it does, you may apply to participate again in that program; note that participation in the program this year does not guarantee acceptance in any program that Tynker may offer next year.
- Tynker may terminate this Agreement for material breach if you do not rectify that breach within 10 days of Tynker notifying you of that breach.
- In the event of any breach by or related to you, by or related to a staff member, and/or on or near or related to the premises on which you operate your camp that might in any way be viewed as harmful to a child, Tynker will attempt to work with you to promptly address and resolve the situation satisfactorily. If the situation is not capable of resolution satisfactory to Tynker in its sole discretion, Tynker may terminate this Agreement immediately upon notice to you.
- Breaches include but not limited to any violations, misstatements, and/or misrepresentations of any of the Representations that you made in this Agreement or in your application form.
- In the event of any dispute between us relating to this Agreement, we will first seek to resolve the dispute by mutual agreement.
- If we cannot resolve the dispute within one week, then either of us may submit the dispute to arbitration, and if so submitted, any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by that arbitration in San Francisco County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, Tynker has 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, you and we consent to exclusive jurisdiction and venue in the United States federal courts located in the Northern District of California.
Tynker will provide or make available to you:
- Tools to enable you to design and publish a CodeMaker Camp website to promote your own camp offering
- Turnkey marketing support to promote your individual CodeMaker Camp
- Payment account with Tynker’s online financial transaction service provider
- Tynker™ coding curriculum for all the types of camps Tynker offers
- Teacher guides for the curriculum
- General Support - Subject to the terms of this Agreement, Tynker will host, manage, and use commercially reasonable efforts to make continuously available the Tynker site to you in your role as a Camp Teachers as it is generally available to its other customers without a fee. Notwithstanding the foregoing, Tynker reserves the right to suspend your access to the Tynker site and curriculum in the event you’re is in breach of this Agreement. Subject to the terms of this Agreement, Tynker will provide reasonable support via email from Monday through Friday during Tynker’s normal business hours. Tynker will operate the Tynker site consistent with its standard practices and makes no additional special guarantees to you regarding uptime.
- Accounting services - Tynker will issue you a 1099 tax form at the end of the year for you to use in preparing your income tax returns; this will show the total amount of commissions that Tynker paid you
- Tynker CodeMaker Camp Income Estimator to assist you to understand and plan for the factors to consider
when setting camp registration fees.
- You understand that your camp is your own business. Whether or not your business is profitable
depends on numerous factors:
- first and foremost, your own efforts;
- camp location,
- proximity to other camps,
- timing of sessions offered,
- nature of the facility,
- staff, and
- other factors beyond Tynker’s control.
- The Estimator provided is for scenario planning purposes only.
- Tynker does not make any guarantees that your camp will be profitable or that you will earn income of any particular amount (whether less than, equal to, or in excess of your expenses).
- You understand that your camp is your own business. Whether or not your business is profitable depends on numerous factors:
Before camp, you must:
- Create an account with Tynker
- Complete an American Camp Association (ACA) comprehensive training course to help you understand the logistics of starting and operating your own camp.
- Select courses
- Select your schedule
- Determine amount of camp registration fees
- Determine and arrange for staffing needs
- Conduct any required or appropriate background checks (whether for employees or volunteers)
- Rent or otherwise arrange for a location to run the camp and provide a safe environment
- Arrange for and/or procure insurance, business licenses and any other jurisdictional prerequisites, staff, Internet service, etc.
- Find campers to register - Market to parents
- Be responsive, accurate, and professional in communicating with parents in marketing, administration, and generally
- Promptly communicate with parents as necessary – sending reminders, answering questions, providing any promised updates, etc.
- Keep Camper’s information PRIVATE at all times in compliance with all applicable laws and regulations
During camp, you must:
- Using Tynker, provide Tynker accounts to campers and their parents
- Provide computer equipment to every camper
- Provide a safe environment to run the camp
- Operate the camp as advertised according to the advertised schedule, with the necessary staff, at the specified location, providing any benefits that were advertised (e.g., snacks)
- Be responsible for the Campers’ safety during the camp
- Be aware of and comply with all dietary restrictions, nutrition information and other details from parents (that they specify during registration)
- Manage the roster and ensure Campers are picked up by parents, guardians, or other authorized persons at the end of camp each day
- Promptly communicate with parents as necessary – sending reminders, answering questions, providing any promised updates, etc.
- Keep Campers’ information PRIVATE at all times in compliance with all applicable laws and regulations
- Keep emergency information for each Camper readily available and be able to reach emergency services (police, ambulance, fire department) and parents and guardians as needed
- Manage costs, pay vendors, pay staff
- As noted above, you need to determine your camp’s staffing needs.
- You will need to ensure that you follow all local, state and federal wage/labor regulations.
After camp, you must:
- Communicate with parents - thank them
- Explain that Campers may access the Tynker site for as long as they have an account
Disclaimers and Standard Terms
- Notices. Any notice that required or permitted to be given under this Agreement must be in writing and will be deemed to have been properly delivered if sent by email and able to be demonstrated by the sender that it was received at the intended email address.
- Camp Inspections. You will permit Tynker or its representatives to inspect your camp operations – without notice - during your camp’s regular business hours.
- Assignment. We are entering this Agreement with you based on your representations. Consequently, you may not assign it or your obligations under it without our prior written consent, which we may withhold in our sole discretion. If we consent, we will work with you to allocate any accrued but unpaid draws and commissions due between you and your successor. Any attempted assignment without Tynker’s written consent will be void and without effect.
- Governing Law. This Agreement will be construed by and enforced in accordance with the laws of California, without regard to its conflict of law principles.
- Entire Agreement. This Agreement, together with any linked terms and any camp policies and procedures that we issue, represents our entire agreement relating to the Tynker CodeMaker Camp program, and supersedes all documents (both paper and electronic) as well as verbal consents or understandings (if any) given or made between us prior to the date of this Agreement. The terms of this Agreement may only be amended in writing if signed (electronically) by both parties.
- Waiver. Any failure on our part to insist upon strict adherence to any term of this Agreement on any occasion will not be considered a waiver or subsequently prevent us from insisting on strict adherence to that term or any other term of this Agreement. Any waiver must be in writing and signed (electronically) by Tynker. The invalidity or unenforceability of any term or provision of this Agreement will not affect the validity or enforceability of any other of its terms or provisions.
- Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and we will notify you of a reasonable replacement for it that does not create the same concern as did the original.
- Interpretation. The Section headings of this Agreement are for reference and convenience only and will not be considered relevant to the interpretation of this Agreement.
- No Fiduciary Duty. Tynker has no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: which users gain access to our website through your camp; what Content you or the Campers access via our website; what effects the Content may have on you or the Campers; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through our website.
- Limitation of Liability. To the fullest extent allowed by applicable law, in no event will Tynker or its suppliers, or their respective shareholders, affiliates, subsidiaries, officers, directors, employees, representatives, or agents be liable with respect to our website or 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 commission due from us to you for the camp session that is the subject of a 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 Tynker’s reasonable control. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions might not apply to you.
- Survival of Terms. Any provision of this Agreement that by its general nature and operation imposes or contemplates a continuing obligation, including but not limited to the provisions regarding protection of Campers’ information, our intellectual property, insurance, indemnification, and limitation of liability will remain in force and effect notwithstanding the termination or expiration of this Agreement.