1. Modification to Terms of this Agreement. Foundations in Learning reserves the right to revise, amend or modify the terms of this Agreement at any time and in any manner at its sole discretion. Please check these terms periodically for changes. Notice of any revision, amendment or modification of the terms will be posted in this section of the Site, and any such revisions, amendment, or modifications will be effective upon the posting of such notice. Continued use of the Site by you constitutes your binding acceptance of such revisions, amendments, and modifications. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THIS SITE.
2. Limited License and Site Use. Subject to the terms of this Agreement, Foundations in Learning grants you a limited, revocable, nonexclusive, nontransferable license to view, store, bookmark, download, and print the pages within this Site that you are authorized to access for your personal, informational, and noncommercial use. This Site may only be used by authorized users for lawful purposes. Except as otherwise stated in this Agreement, you may not: (a) Modify, copy, distribute, transmit, post, display, perform, reproduce, publish, broadcast, license, create derivative works from, transfer, sell, or exploit any reports, data, information, content, or other materials on, generated by or obtained from this Site (collectively, “Materials”); (b) Use any automated means to access the Site or collect any information from the Site, including without limitation robots, spiders or scripts (This means, among other activities, that you agree not to engage in the practices of “screen scraping,” database scraping,” or any other activity with the purpose of obtaining information from this Site); (c) Frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages; (d) Engage in any conduct that could damage, disable, or overburden (i) this Site, or (ii) any systems, networks, servers, or accounts related to this Site, including without limitation, using devices or software that provide repeated automated access to this Site; (e) Probe, scan, or test the vulnerability of any Materials, services, systems, networks, servers, or accounts related to this Site or attempt to gain unauthorized access to Materials, systems, networks, servers, or accounts connected or associated with this Site through hacking, password or data mining, or any other means of circumventing any access-limiting, user authentication or security device of any Materials, systems, networks, servers, or accounts related to this Site; (f) to distribute (by whatever means) materials that are libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, or that we otherwise deem distasteful or objectionable; or (g) use this Site or any of our services in any commercial manner, specifically, any commercial solicitation by you of our customers, clients, partners or guests is prohibited.
3. Intellectual Property. All Materials included on this Site (including, without limitation, text, graphics, logos, button icons, images, audio clips and software) are the property of Foundations in Learning or the parties specifically indicated, and are protected by U.S. and international copyright laws. The collection, arrangement and assembly of any Materials on this Site are the exclusive property of Foundations in Learning, its licensors, and protected by U.S. and international intellectual property laws, including copyright laws. All software used on this site is the property of Foundations in Learning, or its software suppliers, and protected by U.S. and international intellectual property laws, including copyright laws. The Materials and software on this site may be used solely as provided in this Agreement. Any other use of the Materials on this Site is strictly prohibited. FOUNDATIONS IN LEARNING, INC., WordFlight, and any other Foundations in Learning graphics, logos and service names are trademarks of Foundations in Learning. All other marks contained on this site are the sole property Foundations in Learning’s licensors or of the parties indicated.
4. Submissions. Except for information related to student performance in the Foundations in Learning educational programs submitted by a registered user, all submissions, written or otherwise, disclosed, submitted or offered to Foundations in Learning on or by this Site or otherwise disclosed, submitted or offered by you in connection with your use of this Site (collectively, “Comments”) are and remain the exclusive property of Foundations in Learning. Such disclosure, submission, or offer of any Comments shall constitute an assignment to Foundations in Learning of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Comments. Foundations in Learning will thus own exclusively all such rights, titles and interests and shall not be limited in any way in its use or implementation, commercial or otherwise, of any Comments. Foundations in Learning is and shall be under no obligation (a) to maintain any of your or any user’s Comments in confidence; (b) to pay to you or any user any compensation for any Comments; or (c) to respond to any of your or any other user Comments. You agree, represent, and warrant that Comments submitted by you to this Site do not violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s). You further agree, represent and warrant that Comments submitted by you to this Site do not contain libelous or otherwise unlawful, abusive, obscene or pornographic material. You are and shall remain solely responsible for the content of any Comments you make.
5. Email Communications. You hereby authorize Foundations in Learning to send electronic mail to you for the purpose of advising you of changes or additions to this Site, or about any Foundations in Learning products or services. If you do not want to receive these emails from Foundations in Learning, you may contact us at email@example.com and remove your email address from the mailing list. You agree that it is your sole responsibility to scan any documents attached to our electronic mail for computer viruses, and to hold Foundations in Learning harmless for any computer viruses you may receive from electronic mail sent from Foundations in Learning.
6. Passwords and Registration. The following part of this Site is protected by passwords and requires a login. You agree not to disclose or share your password with any third party or use your password for any unauthorized purpose. You are responsible for maintaining the confidentiality of your information and password. You shall be responsible for all uses of your registration, whether or not authorized by you. You agree to immediately notify Foundations in Learning of any unauthorized use of your registration or password.
7. Termination. Upon any breach by you of this Agreement, Foundations in Learning may pursue, in its sole discretion, all of its legal remedies, including but not limited to termination of your registration and your ability to access this Site. Foundations in Learning may also in its sole discretion and at any time discontinue providing this Site, or any part thereof, with or without notice. You agree that any termination of your access to this Site may be affected without prior notice, and you acknowledge and agree that Foundations in Learning may immediately deactivate or delete your account and all related information and material in your account and/or bar any further access to such information or to this Site. Further, you agree that Foundations in Learning is not liable to you or any third-party for any termination of your access to this Site.
8. Links. Foundations in Learning may provide, or third parties may provide, links to other World Wide Web sites or resources that are beyond the control of Foundations in Learning. Foundations in Learning makes no representations as to the quality, suitability, functionality or legality of any sites to which links may be provided, and you hereby waive any claim you might have against Foundations in Learning, with respect to such sites. Foundations in Learning IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WORLD WIDE WEB PAGES THAT ARE CONTAINED OUTSIDE THE SITE. If you decide to access linked third-party Web sites, you do so at your own risk.
9. Territory. Unless otherwise specified, the Materials in this Site are presented solely for the purposes of education, entertainment, personal enrichment and the promotion of products and services available in the United States. We control and operate this Site from our offices in Coralville, Iowa, U.S.A. We make no claims that the Materials are appropriate for use outside of the United States. If you choose to use this Site from outside of the United States, you are solely responsible for compliance with your local laws.
10. Choice of Law; Arbitration. This Agreement is governed by and will be construed in accordance with the laws of the State of Iowa, without giving effect to any principles of conflict of laws. You agree that any action at law or in equity arising out of or relating to this Agreement or arising out of your use of this Site shall be resolved through binding arbitration using the then current rules of the American Arbitration Association, in Coralville, Iowa, and the resulting decisions may be entered in any court with proper jurisdiction. This means that if you have a grievance with us, you cannot take us to court. You can address such grievances through arbitration only and you are hereby consenting to do it in Coralville, Iowa, using Iowa laws (without regard to Iowa rules on conflict of laws). Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Notwithstanding the foregoing, either party may seek any interim or preliminary relief from a court of competent jurisdiction in Johnson County, Iowa as necessary to protect the party’s rights or property pending the completion of arbitration. By using this Site, you consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in Linn County, Iowa. If any provision of this Agreement is deemed to be unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the fullest extent allowed by law, and shall not affect the validity and enforceability of any remaining provisions.
11. Disclaimer of Warranty. THIS SITE AND THE MATERIALS ON THIS SITE ARE PROVIDED “AS IS” AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FOUNDATIONS IN LEARNING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FOUNDATIONS IN LEARNING DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR INABILITY TO USE THE MATERIALS AND SERVICES, AS TO THE QUALITY AND PERFORMANCE OF THE MATERIALS AND SERVICES, AND AS TO THE ACCURACY OR COMPLETENESS OF THE MATERIALS AND SERVICES IS ASSUMED SOLELY BY YOU. FOUNDATIONS IN LEARNING DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, COMPLETENESS, QUALITY, SUITABILITY, RELIABILITY OR OTHERWISE. YOU (AND NOT FOUNDATIONS IN LEARNING) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION INCURRED BY YOU AS A RESULT OF THE MATERIALS ON THIS SITE. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
12. Limit on Liability. IN NO EVENT IS FOUNDATIONS IN LEARNING LIABLE FOR ANY LOST PROFITS OR PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF FOUNDATIONS IN LEARNING OR A FOUNDATIONS IN LEARNING AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS SITE, THE MATERIALS, OR THIS AGREEMENT. FURTHER, IN NO EVENT SHALL FOUNDATIONS IN LEARNING BE LIABLE TO YOU IN AN AMOUNT GREATER THAN $100. SOME STATES DO NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY, SO THEY MAY NOT APPLY TO YOU.
13. Indemnity. You agree to indemnify, defend and hold Foundations in Learning and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors (collectively, the “Foundations in Learning Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys’ fees) incurred by you in connection with: (a) any use or alleged use of the Site or the Materials under your password by any person, whether or not authorized by you; (b) your violation of this Agreement; or (c) your violation of the rights of any other person or entity. Foundations in Learning reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with the Foundations in Learning defense of such claim.
14. Notice and Procedure for Making Claims of Copyright Infringement. If you have a claim of copyright infringement, you must send proper written notification to the following Designated Agent:
Attn: Chief Operations Officer
Foundations in Learning, Inc.
2850 Coral Ct, Ste 2
Coralville, IA 52241
Foundations in Learning has no obligation to respond to any notification that does not comply with the United States Copyright Act.
15. General. This Agreement constitutes the entire agreement, and supersedes the provisions of any other agreements or understandings (oral or written), between the parties with respect to your use of this Site. You shall comply with all laws and regulations applicable to your access and use of the Site. The failure of Foundations in Learning to act in a particular circumstance does not waive the ability to act with respect to that circumstance or similar circumstances. Foundations in Learning shall be excused for any failure to perform to the extent that its performance is prevented by any reason outside of its control. Foundations in Learning may change, remove, or require registration or payment to continue use of any aspect of the Site at any time without further notice to you.