These Terms of Use (“Terms of Use”) are agreed to between EDUCATE.TODAY and its affiliates and subdomains (collectively, “EDUCATE.TODAY,” “we,” or “our”) and you, or if you represent an entity or other organization, that entity or organization (in either case, “You” or “Your”). EDUCATE.TODAY offers school staff, parents, guardians, or adults (“Users”) the ability to access information, data, media, and other content (“Content”) through the websites operated by EDUCATE.TODAY (each, a “Website”).

PLEASE CAREFULLY READ THESE Terms of Use. BY ACCESSING OR USING THE WEBSITE OR CONTENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY thEsE Terms of USE. IF YOU DO NOT AGREE, EDUCATE.TODAY IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE WEBSITE or CONTENT AND YOU MUST NOT ACCESS OR USE THE WEBSITE or CONTENT. YOUR BREACH OF ANY PROVISION OF THESE TERMS OF USE WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE WEBSITE AND ITS CONTENT.

You are responsible for compliance with these Terms of Use. Unless You later enter into any other agreements with EDUCATE.TODAY regarding the Website and Content, these Terms of Use are the complete and exclusive agreement between You and EDUCATE.TODAY regarding Your access to and use of the Website and Content. These Terms of Use supersede any prior agreement or proposal, oral or written, and any other communications between You and EDUCATE.TODAY relating to Your use of the Website, Content, or as a User of the Website.

1. Terms used in these Terms of Use have the definitions given in these Terms of Use or, if not defined here, have their plain English meaning as commonly interpreted in the United States.

 

2. Term. These Terms of Use are entered into as of the earlier of the date You first accessed the Website or used the Website or Content and will continue until terminated as set forth herein.

 

3. Modifications. EDUCATE.TODAY reserves the right, at any time, to modify the Website or Content, with or without notice to You, by making those modifications available on the Website. EDUCATE.TODAY also reserves the right, at any time, to modify these Terms of Use. EDUCATE.TODAY will inform You of the presence of any changes to these Terms of Use by posting those changes on the Website or by providing You with notice through the Website. Any modifications will be effective immediately upon posting on the Website or delivery of such notice through the Website. You may terminate these Terms of Use as set forth below if You object to any such modifications. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Website or Content.

 

4. Access.

 

• To the Website. Subject to Your compliance with these Terms of Use, EDUCATE.TODAY will permit You to access and use the Website and Content solely for lawful purposes and only in accordance with these Terms of Use and any other agreement You agree to with EDUCATE.TODAY before being given access to any specific aspects of the Website.
• To Content. Unless otherwise noted on the Website, all right, title, and interest in Content available through the Website, including all media, text, audio, video, photographs, illustrations, graphics, testimonials, and other media, is owned by EDUCATE.TODAY, it affiliates, or EDUCATE.TODAY’s other third party providers. You represent and warrant that You will comply with these Terms of Use as to all Content available through the Website. All Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for Your use of any Content. EDUCATE.TODAY has not verified the accuracy of, and will not be responsible for any errors or omissions in any Content. EDUCATE.TODAY makes no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any Content. Except as set forth in this Terms of Use, You are granted no licenses or other rights in or to any Content, or any IPR (as defined below) therein or related thereto. If You would like to use any Content in a manner not permitted by these Terms of Use, please contact EDUCATE.TODAY. You may only download and use Content that is clearly and unambiguously marked, such as worksheets, etc.
• To Accounts. Only parents, school staff, guardians, and other adults can create EDUCATE.TODAY accounts. You are responsible for maintaining the confidentiality of all account credentials and anyone using your account. Users must comply with all EDUCATE.TODAY policies and procedures. EDUCATE.TODAY may also allow the creation of accounts for Students (“Student Accounts”). If your plan includes Student Account functionality, you represent and warrant that you are authorized to give consent for us to receive the information you provide about students and to collect the information about students. Users are entirely responsible for the actions of students under their account. EDUCATE.TODAY will comply with applicable law with respect to User access to student information and data.
• To Plans. A list of plans can be viewed on the “Plans” section of our website. By signing up for a plan you agree to pay all applicable fees for that plan detailed in any documentation. You will be charged for the plan upon your sign-up, and plans not cancelled by the end of any subscription period shall automatically renew using any payment mechanism we have on record for you. A plan can be cancelled at any time, but all fees are non-refundable. These terms of use in conjunction with any EDUCATE.TODAY purchase order exclusively governs your use of the plans.

 

5. Termination. These Terms of Use may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under these Terms of Use. Upon termination or expiration of these Terms of Use for any reason: (1) all rights and subscriptions granted to You under these Terms of Use will terminate; and (2) You will immediately cease all use of and access to the Website and all Content (including, without limitation, all Content You obtained prior to termination). Sections titled Definitions, Termination, Suspension, Website Technology, Ownership, Representations and Warranties, Indemnity, Limitation on Liability, Data Privacy, Feedback, Disputes, Governing Law and Venue, Notices, Linked Sites, and Additional Terms will survive any expiration or termination of these Terms of Use.

 

6. Suspension. Without limiting EDUCATE.TODAY’s right to terminate these Terms of Use, EDUCATE.TODAY may also suspend Your access to the Website or any Content, with or without notice to You, upon any actual, threatened, or suspected breach of these Terms of Use or applicable law or upon any other conduct deemed by EDUCATE.TODAY, in its sole discretion, to be inappropriate or detrimental to the Website, EDUCATE.TODAY, or any other User or third party.

 

7. Website Technology. The Website, and the databases, software, hardware and other technology used by or on behalf of EDUCATE.TODAY to operate the Website, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology“), constitute valuable trade secrets of EDUCATE.TODAY. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in these Terms of Use; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.

 

8. Ownership. As between you and EDUCATE.TODAY, EDUCATE.TODAY retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR”), in and to the Technology and Content and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology or Content and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Website, and Content under these Terms of Use. The EDUCATE.TODAY name, logo, and all product and service names associated with the Website and Content are trademarks of EDUCATE.TODAY and its licensors and third party providers and You are granted no right or license to use them.

 

9. REPRESENTATIONS AND WARRANTIES.

 

• Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into these Terms of Use, (b) these Terms of Use form a binding legal obligation on behalf of such party, and (c) it has the legal right and authority to perform its obligations under these Terms of Use and to grant the rights and licenses described in these Terms of Use.
• Compliance with Laws. You acknowledge that the Website is a general purpose online service and is not specifically designed to facilitate compliance with any specific law. You represent and warrant to EDUCATE.TODAY that Your use of and access to the Website, including any Content, will comply with all applicable laws, rules, or regulations (“Laws”) and will not cause EDUCATE.TODAY itself or any other third party to violate any applicable Laws. EDUCATE.TODAY is not responsible for notifying You of any such Laws, enabling Your compliance with any such Laws, or for Your failure to comply.
• No Warranties; Disclaimer. THE WEBSITE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS OTHERWISE STATED, EDUCATE.TODAY DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE WEBSITE, CONTENT, OR THE PRODUCTS ADVERTISED ON THE WEBSITE OR OTHER DATA, INFORMATION OR THIRD PARTY CONTENT THAT MAY BE PROVIDED THROUGH THE WEBSITE. EDUCATE.TODAY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE WEBSITE, CONTENT, AND OTHER SUBJECT MATTER OF THIS TERMS OF USE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EDUCATE.TODAY OR ITS EMPLOYEES, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.

EDUCATE.TODAY MAKES NO WARRANTY THAT (a) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (b) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY CONTENT OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS, OR (e) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

10. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless EDUCATE.TODAY and its officers, directors, shareholders, affiliates, employees, agents, service providers, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties“) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (1) Your access to or use of the Website, or any Content, (2) Your collection and disclosure of any Content, (3) Your violation or alleged violation of applicable Laws, or (4) Your breach or alleged breach of any representation, warranty, or other provision of these Terms of Use. EDUCATE.TODAY will use reasonable efforts to provide You with notice of any such claim or allegation, and EDUCATE.TODAY will have the right to participate in the defense of any such claim at its expense.
11. LIMITATION ON LIABILITY. EDUCATE.TODAY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS TO OR USE OF THE WEBSITE OR CONTENT, EVEN IF EDUCATE.TODAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES. EDUCATE.TODAY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS TERMS OF USE AND ALL CONTENT PROVIDED UNDER THIS TERMS OF USE OR THROUGH THE WEBSITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID TO EDUCATE.TODAY IN THE PRECEDING 12 MONTHS. YOU AGREE THAT EDUCATE.TODAY WOULD NOT ENTER INTO THESE TERMS OF USE WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, EDUCATE.TODAY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12. Data Privacy. You expressly consent to the use and disclosure of Your personally identifiable information and other data and information as described in the privacy policy of the website you use. Notwithstanding anything in that privacy policy, EDUCATE.TODAY will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to and use of the Website or Content. To the extent any such non-personally identifiable data or information is collected or generated by EDUCATE.TODAY, the data and information will be solely owned by EDUCATE.TODAY and may be used by EDUCATE.TODAY for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof.

 

13. Feedback. If You provide EDUCATE.TODAY any feedback or suggestions regarding the Website or Content (“Feedback”), You herby assign to EDUCATE.TODAY all rights in the Feedback and agree that EDUCATE.TODAY shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to You. EDUCATE.TODAY will treat any Feedback You provide to EDUCATE.TODAY as non-confidential and non-proprietary. You agree that You will not submit to EDUCATE.TODAY any information or ideas that You consider to be confidential or proprietary.
14. DISPUTES. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to these Terms of Use, including the formation, validity, binding effect, interpretation, performance, breach or termination, of these Terms of Use and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to these Terms of Use (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within five days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by EDUCATE.TODAY in the State of Missouri, U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
15. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Terms of Use, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Missouri, U.S.A., as such laws apply to contracts between residents of Missouri without regard to conflict of laws provisions thereof. Subject to Section 14 (Disputes), each party will bring any action or proceeding arising from or relating to this Terms of Use exclusively in a federal or state court in the State of Missouri, U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by EDUCATE.TODAY.
16. NOTICES. Unless otherwise specified in this Terms of Use, any notices required or allowed under these Terms of Use will be provided to EDUCATE.TODAY by postal mail to the address for EDUCATE.TODAY listed on the Website. EDUCATE.TODAY may provide You with any notices required or allowed under these Terms of Use by sending You an email to any email address You provide to EDUCATE.TODAY, provided that in the case of any notice applicable both to You and other Users of the Website, EDUCATE.TODAY may instead provide such notice by posting on the Website. Notices provided to EDUCATE.TODAY will be deemed given when actually received by EDUCATE.TODAY. Notice provided to You will be deemed given 24 hours after posting to the Website or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
17. LINKED SITES. The Website or Content may contain links to third-party sites or content that are not under the control of EDUCATE.TODAY. If You access a third-party site or content from the Website, then You do so at Your own risk and EDUCATE.TODAY is not responsible for any content on any linked site. You may establish a link to the Website, provided that the link does not state or imply any sponsorship or endorsement of Your site by EDUCATE.TODAY or any group or individual affiliated with EDUCATE.TODAY. You may not use on Your site any Content or marks appearing on the Website. You may not frame or otherwise incorporate into another site the content or other materials on the Website without EDUCATE.TODAY’s prior written consent.
18. ADDITIONAL TERMS. Unless otherwise amended, these Terms of Use will exclusively govern Your access to and use of the Website and Content, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Website and Content. Except as expressly set forth in these Terms of Use, these Terms of Use may be amended or modified only by a writing signed by both parties. All waivers by EDUCATE.TODAY under these Terms of Use must be in writing or later acknowledged by EDUCATE.TODAY in writing. Any waiver or failure by EDUCATE.TODAY to enforce any provision of these Terms of Use on one occasion will not be deemed a waiver by EDUCATE.TODAY of any other provision or of such provision on any other occasion. If any provision of these Terms of Use is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither these Terms of Use nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of EDUCATE.TODAY. Any assignment in violation of the foregoing will be null and void. EDUCATE.TODAY may assign these Terms of Use to any party that assumes EDUCATE.TODAY’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to “including” will mean “including, without limitation.” Past performance is not indicative of future results; no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.