Williams Learning Solutions
Terms of Service
Last revised on: April 18, 2019
Welcome, and thank you for your interest in Williams Learning Solutions, Inc. ("Williams Learning", "us", "our", and "we") and our website locates at www.williamslearningsolutions.com, products, mobile application (the "App"), services, and related networks and websites (together, the "Service"), it is important that you carefully read the following agreement. Certain features of the Service may be subject to additional guidelines, terms, or rules, which will be posted as appropriate in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 12.3) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. Account Creation. In order to use certain features of the Service, you must register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Service. Williams Learning Solutions may suspend or terminate your Account in accordance with Section 10.
2. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Williams Learning Solutions of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Williams Learning Solutions cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. IF YOU REGISTER, APPROVE THE REGISTRATION OF, OR OTHERWISE ASSUME RESPONSIBILITY FOR ANY CHILD USER (AS DEFINED BELOW), YOU REPRESENT AND WARRANT THAT: (I) YOU ARE SUCH CHILD USERÕS LEGAL PARENT OR GUARDIAN OR YOU HAVE RECEIVED EXPRESS CONSENT FROM SUCH CHILD USERÕS PARENT OR LEGAL GUARDIAN FOR YOU TO REGISTER THE CHILD USER FOR THE WEBSITE AND FOR YOU TO PROVIDE TO WILLIAMS LEARNING SOLUTIONS THE INFORMATION YOU DISCLOSE IN CONNECTION WITH THE REGISTRATION OF SUCH CHILD USER; AND (II) YOU AGREE TO BE BOUND BY THE TERMS ON BEHALF OF SUCH CHILD USER, INCLUDING WITHOUT LIMITATION BEING LIABLE FOR ALL USE OF THE SERVICE BY THE CHILD USER. You acknowledge that Williams Learning Solutions may choose, but is not obligated, to make any inquiries, either directly or through third parties, that Williams Learning Solutions deems necessary to validate your registration information, including, without limitation, engaging third parties to provide verification services. Williams Learning Solutions reserves all rights to take legal actions against anyone who misrepresents personal information or is otherwise untruthful about their identity. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE THAT WILLIAMS LEARNING SOLUTIONS CANNOT GUARANTEE THE ACCURACY OF ANY INFORMATION SUBMITTED BY ANY USER AND WILLIAMS LEARNING SOLUTIONS IS NOT OBLIGATED TO VERIFY THE IDENTITY OF ANY USER, INCLUDING ANY USERÕS CLAIM TO BE A PARENT OR GUARDIAN OF A CHILD USER (A "PARENT USER") IS SUCH CHILD USERÕS ACTUAL PARENT OR GUARDIAN. You hereby agree to indemnify, defend and hold harmless Williams Learning Solutions against any and all claims, losses, liabilities and expenses (including reasonable attorneysÕ fees) arising out of or related to (a) your violation of any provision, representation or warranty in this Section 1.2; (b) the use of the Service by the Child User; (c) your failure to obtain sufficient parental or legal guardian consent; (d) your registration of a Child User, or (e) any other action related to the Child User.
2. Access to the Service
1. License. Subject to these Terms, Williams Learning Solutions grants you a non-transferable, non-exclusive, revocable, limited (i) license to install the App downloaded from a legitimate marketplace on mobile devices owned or controlled by you, and to use and permit, in accordance with this Agreement, a Child User to use such App so installed, solely in object code format and solely for personal, non-commercial use for lawful purposes, and (ii) permission to access and use and permit, in accordance with these Terms, a Child User to access and use the Service for your personal or internal use.
2. Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on the Service; (ii) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (iii) you shall not access the Service in order to build a similar or competitive website, product, application, or service; and (iv) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to these Terms. All copyright and other proprietary notices on the Service (or on any content displayed on any Service) must be retained on all copies thereof.
3. Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Service (in whole or in part) with or without notice to you. You agree that Williams Learning Solutions will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service or any part thereof.
4. No Support or Maintenance. You acknowledge and agree that Williams Learning Solutions will have no obligation to provide you with any support or maintenance in connection with the Service.
5. Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the Service and all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in or to the Service and its content are owned by Williams Learning Solutions or our suppliers or licensors. Neither these Terms (nor your use of the Service) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited rights expressly set forth in Section 2.1. Williams Learning Solutions and its suppliers and licensors reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
6. Compliance with Law. You are responsible for using the Service in compliance with all applicable federal and state laws and regulations. You shall not use the Service in violation of any applicable law.
7. Use by Children Under 13. The ChildrenÕs Online Privacy Protection Act ("COPPA") requires that all online service providers, including Williams Learning Solutions, obtain parental consent before knowingly collecting personally identifiable information from children under the age of 13. Williams Learning Solutions does not knowingly collect or solicit any personally identifiable information from children under the age of 13 without the consent of a parent or legal guardian. Children under the age of 13 are prohibited from using the Service or creating an Account unless they are doing so with the consent of their parent, legal guardian, or a teacher, school, district, or other educational institution who is providing such consent in compliance with COPPA. If you are a user of the Service and are under the age of 13 ("Child User"), you may not register an Account without consent and approval from your legal parent or guardian or a teacher, school, district, or other educational institution who is providing such consent in compliance with COPPA. If we learn that we have collected personal information from a person under the age of 13 that does not comply with COPPA, we will delete that information in a reasonably prudent amount of time. If you believe that a child under the age of 13 has provided personally identifiable information to us, please contact us at firstname.lastname@example.org. Additionally, a Child User may use the Service if registered through certain educational organizations or, in certain cases, by teachers that have entered into a relationship directly with Williams Learning Solutions and through which the legal parent and/or guardian of such Child User has consented to use of the Service. A Child User that has registered through such external educational organizations or teachers will only be permitted to use the Service for so long as Williams Learning Solutions reasonably believes that such access has been consented to by the Child UserÕs parent or guardian.
8. Accessibility. Williams Learning Solutions is committed to ensuring that the Service remains accessible to all individuals, regardless of disability. Williams Learning Solutions will take reasonable steps to ensure that the Service meets common industry standards for accessibility and materially comply with the requirements of the Americans with Disabilities Act ("ADA"), as applicable. If you have any suggestions about improvements Williams Learning Solutions can make to enhance the accessibility of the Service, please contact us at email@example.com or by visiting https://www.williamslearningsolutions.com/support.
3. User Content
1. User Content. "User Content" means any and all information and content that a user submits to, or uses with, the Service (e.g., content in the userÕs profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Williams Learning Solutions. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. We are not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
2. License. You hereby grant (and you represent and warrant that you have the right to grant) to Williams Learning Solutions an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Service. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3. Acceptable Use Policy. The following terms constitute our "Acceptable Use Policy":
a. You agree not to use the Service to collect, upload, transmit, display, or distribute any User Content that: (i) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right anywhere in the world; (ii) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of anotherÕs privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) is harmful to minors in any way; or (iv) is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
b. In addition, you agree not to: (i) upload, transmit, or distribute to or through the Service any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Service unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Service to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to our Service (or to other computer systems or networks connected to or used together with the Service), whether through password mining or any other means; (vi) harass or interfere with any other userÕs use and enjoyment of the Service; or (vi) use software or automated agents or scripts to produce multiple Accounts on the Service, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) our Service.
4. Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 10 and/or reporting you to law enforcement authorities.
5. Feedback. If you provide us with any feedback or suggestions regarding the Service ("Feedback"), you hereby assign to Williams Learning Solutions all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Williams Learning Solutions will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to Williams Learning Solutions any information or ideas that you consider to be confidential or proprietary.
. Williams Learning Solutions will materially comply with all applicable federal and state student privacy laws and regulations. We will provide access to Sensitive Information pertaining to K-12 students only to our employees and subcontractors who need to access the data.
a. "Sensitive Information" means, collectively: (1) personally identifiable information as defined in the Family Educational Rights and Privacy Act of 1974 (20 U.S.C. ¤ 1232g; 34 CFR Part 99) ("FERPA"); (2) educational records, as defined in FERPA (34 C.F.R ¤ 99.3); (3) pupil records as defined in California Education Code section 49703.1; and (4) covered information as defined in California Business & Professions Code section 22584 ("SOPIPA").
7. Consent to Contact by Williams Learning Solutions. Through your use of the Service, Williams Learning Solutions may contact you (including via SMS text messages, email, and push notifications). Such contacts are intended, among other things, to enhance your experience using the Service and to offer you the opportunity to try other Williams Learning Solutions services or third party offerings. Please note that your carrier may charge you for text messages you receive from Williams Learning Solutions. BY SIGNING UP FOR THE SERVICE, YOU AGREE TO SUCH CONTACTS BY WILLIAMS LEARNING SOLUTIONS.
a. To permanently stop receiving emails from Williams Learning Solutions, click the "Unsubscribe" link at the bottom of an email sent by Williams Learning Solutions and follow the applicable instructions.
b. To shut off push notifications from the Williams Learning Solutions mobile application, please follow the instructions from your mobile phone manufacturer.
2. Plans and Fees.
1. Service Plans
. Williams Learning Solutions provides a SaaS-based learning platform to help students achieve their learning potential in science. The Service may be available for free or as a paid service in accordance with the following. You can learn more about the different service plans that we offer you to sign up for by visiting http://www.williamslearningsolutions.com/products (the "Service Plans"). You agree to abide by the terms and restrictions applicable to the Service Plan for which you sign up. We reserve the right to change or withdraw features, specifications, services, and content of a Service Plan at any time, without notice to you. Williams Learning Solutions reserves the right to determine pricing for the Service and Service Plans in its own discretion. Williams Learning Solutions will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. Williams Learning Solutions may change the fees for any feature of the Service or a Service Plan, including additional fees or charges in connection with your Service Plan; provided that Williams Learning Solutions gives you advance notice of such changes before they apply. Williams Learning Solutions, at its sole discretion, may make promotional offers with different features and different pricing to any of our customers. These promotional offers, unless made to you, will have no bearing whatsoever on your offer or contract.
a. Free Service Plans. If you have signed up for a free Service Plan, the features and the functionality of the Service made available under such Service Plan are provided to you free-of-charge, for as long as we offer such Service Plan free of charge and you use those features and functionalities in accordance with the limitations of use set out in these Terms and do not upgrade to a Paid Subscription.
b. Trials. We may, at our own sole discretion, offer trials of Service Plans for a specified period without payment obligations (a "Trial"). We reserve the right to revoke the Trial and put your Account on hold in the event that we determine that you are not eligible. For some Trials, we may require you to provide your payment details to start the Trial. We will charge you the fees for the applicable Service Plan at the end of the Trial using the payment details you have provided us, unless you cancel your Service Plan prior to the end of the Trial. If you do not want to be charged upon completion of your Trial, you must cancel the applicable Service Plan or your Account in accordance with these Terms before the end of the Trial.
2. Payments, Cancellations, Upgrades.
. If you activate or upgrade a paid Service Plan through the Service:
i. you authorize Williams Learning Solutions to charge all sums on the payment due date for the applicable sums;
i. you may at any time upgrade your Service Plan to a different Service Plan; provided that any such upgrade will take effect immediately, subject to payment of any fees associated with such upgrade;
b. Williams Learning Solutions reserves the right to suspend or terminate the Service for any Accounts for which any amount is due but unpaid. In addition to the amount due for the Service, such Accounts will be charged with fees or charges that are incidental to any chargebacks or collection of any such unpaid amounts including collection fees.
c. Prices listed may not include sales or value added tax and applicable tax may be calculated and added at the time you complete a transaction and, depending on where you have purchased your Paid Subscription, such tax may not be visible to you until you receive a receipt for your purchase. In certain jurisdictions, local laws require that prices include all applicable taxes, in which case this will be indicated at the time of the transaction.
2. Indemnification. You agree to indemnify and hold Williams Learning Solutions (and its officers, employees, and agents) harmless, including costs and attorneysÕ fees, from any claim or demand made by any third party due to or arising out of: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of applicable laws or regulations; (d) your User Content; or (e) any actions taken by any user whom you have authorized to use the Service or for whose use of the Service you have, or claimed to have, given your consent. Williams Learning Solutions reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter that is indemnifiable hereunder without the prior written consent of Williams Learning Solutions. Williams Learning Solutions will use reasonable efforts to notify you of any indemnifiable claim, action, or proceeding hereunder upon becoming aware of it.
3. Location Based Services. Some of the features of the Service may enable Williams Learning Solutions to access your location in order to tailor your experience with the Service based on your location ("Location-based Services"). In order to use certain Location-based Services, you must enable certain features of your mobile device, which enable Williams Learning Solutions to identify your location through a variety of means, including GPS location, IP address, cell tower location, geo-fencing technology, or detection by physical on-location Wi-Fi or Bluetooth sensors, as available. If you choose to disable any Location-based Services on your device, you will not be able to utilize certain features of the Service. By enabling Location-based Services, you agree and acknowledge that: (i) device data we collect from you is directly relevant to your use of the Service; (ii) Williams Learning Solutions may provide Location-based Services related to and based on your then-current location; and (iii) Williams Learning Solutions may use any such information collected in connection with provision of the Service.
4. Third-Party Links & Ads; Other Users
1. Third-Party Links & Ads. The Service may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, "Third-Party Links & Ads"). Such Third-Party Links & Ads are not under the control of Williams Learning Solutions, and we are not responsible for any Third-Party Links & Ads. Williams Learning Solutions provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third partyÕs terms and policies apply, including the third partyÕs privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
2. Other Users. Each Service user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Service users are solely between you and such users. You agree that Williams Learning Solutions will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Service user, we are under no obligation to become involved.
3. App Stores. You acknowledge and agree that the availability of the App is dependent on the third party from whom you received the App, e.g., the Apple App Store or Google Play ("App Store"). You acknowledge that these Terms are between you and Williams Learning Solutions and not with the App Store. Williams Learning Solutions, not the App Store, is solely responsible for the Service, including the App, the content thereof, any maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). You also agree to pay all fees (if any) charged by the App Store in connection with the Service, including to download the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App StoreÕs terms and policies) when using the Service, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of these Terms and will have the right to enforce the terms of these Terms.
4. Additional Terms for Apple App Store Sourced Apps. With respect to any App accessed through or downloaded from the Apple App Store (an "App Store Sourced App"), you will only use the App Store Sourced App (i) on an Apple-branded product that runs the iOS (AppleÕs proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. The following applies to any App Store Sourced App accessed through or downloaded from the Apple App Store:
. you acknowledge and agree that (i) these terms are concluded between you and Williams Learning Solutions only, and not Apple; and (ii) Williams Learning Solutions, not Apple, is solely responsible for the App Store Sourced App and content thereof. Your use of the App Store Sourced App must comply with the App Store Terms of Service;
a. you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced App;
b. in the event of any failure of the App Store Sourced App to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the App Store Sourced App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced App. As between Williams Learning Solutions and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Williams Learning Solutions;
c. you and Williams Learning Solutions acknowledge that, as between Williams Learning Solutions and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced App or your possession and use of the App Store Sourced App, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation;
d. you and Williams Learning Solutions acknowledge that, in the event of any third-party claim that the App Store Sourced App or your possession and use of that App Store Sourced App infringes that third partyÕs intellectual property rights, as between Williams Learning Solutions and Apple, Williams Learning Solutions, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms;
e. you and Williams Learning Solutions acknowledge and agree that Apple, and AppleÕs subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced App, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the terms of these Terms as related to your license of the App Store Sourced App against you as a third-party beneficiary thereof; and
f. without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced App.
THE SITE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND WILLIAMS LEARNING SOLUTIONS (AND OUR SUPPLIERS AND LICENSORS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY RELATING TO THE SERVICE, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND LICENSORS) MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, PRODUCE ANY RESULTS, BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR BE ACCURATE, RELIABLE, OR FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
6. Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WILLIAMS LEARNING SOLUTIONS (OR OUR SUPPLIERS OR LICENSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF WILLIAMS LEARNING SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEMS, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE GREATER OF THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM AND FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
7. Term and Termination.
1. Termination; Effect of Termination. Subject to this Section, these Terms will remain in full force and effect while you use the Service. We may suspend or terminate your rights to use the Service (including your Account) at any time for any reason at our sole discretion, including for any use of the Service in violation of these Terms. You may terminate your Account and these Terms at any time by contacting customer service at firstname.lastname@example.org. Upon termination of your rights under these Terms, your Account and right to access and use the Service will terminate immediately and you must remit any unpaid amounts due prior to termination. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our databases. Williams Learning Solutions will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.5 and Sections 3 through 12.
2. Deletion of Sensitive Information. Upon termination of your Account, you may request that Williams Learning Solutions delete any Sensitive Information from its live databases and Williams Learning Solutions agrees to take commercially reasonable steps to honor such request in a reasonable amount of time not to exceed ninety (90) days. You understand and agree that Williams Learning Solutions may continue to have Sensitive Information in archive files or similar databases. You further agree that Williams Learning Solutions has no obligation to delete aggregated or de-identified information. Williams Learning Solutions may retain and use aggregated and de-identified information for any purpose that is consistent with applicable federal and state laws and regulations.
8. Copyright Policy.
1. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. ¤512, as amended). If you have any complaints with respect to material posted on the Service, you may contact our Designated Agent at the following address:
Williams Learning Solutions, Inc.
ATTN: Copyright Notification
809 Laurel Street #7017
San Carlos, CA 94070
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of the material that you claim is infringing and where it is located on the Service;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
2. Repeat Infringers. We will promptly terminate the Accounts of users that are determined by us to be repeat infringers.
1. Changes. These Terms are subject to occasional revision, and we reserve the right to charge fees for accessing and using the Service. If we make any substantial changes, we may require you to accept the changes, notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on the Service. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earliest of when you provide your acceptance of the changes, thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable), and thirty (30) calendar days following our posting of notice of the changes on the Service. The changes will be effective immediately for new users of the Service. Continued use of our Service following notice of such changes shall indicate your acknowledgement and acceptance of such changes and agreement to be bound by the terms and conditions of such changes.
2. Dispute Resolution; Mandatory Arbitration. Please read this Arbitration Agreement carefully. It is part of your contract with Williams Learning Solutions and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Williams Learning Solutions that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Williams Learning Solutions, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
a. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Williams Learning Solutions should be sent to: 809 Laurel Street #7017 San Carlos, CA 94070. After the Notice is received, you and Williams Learning Solutions may attempt to resolve the claim or dispute informally. If you and Williams Learning Solutions do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
b. Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules ("Arbitration Rules") governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Williams Learning Solutions made to you prior to the initiation of arbitration, Williams Learning Solutions will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorneyÕs fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
c. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
d. Time Limits. If you or Williams Learning Solutions pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
e. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Williams Learning Solutions, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Williams Learning Solutions.
f. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY FOR CLAIMS ARISING BETWEEN THE PARTIES, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Williams Learning Solutions in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND WILLIAMS LEARNING SOLUTIONS WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
g. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
h. Confidentiality. All aspects of the arbitration proceeding, including, but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce these Terms, to enforce an arbitration award, or to seek injunctive or equitable relief.
i. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of these Terms shall continue in full force and effect.
j. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
k. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Williams Learning Solutions.
l. Small Claims Court. Notwithstanding the foregoing, either you or Williams Learning Solutions may bring an individual action in small claims court.
m. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
n. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other partyÕs patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
o. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the exclusive personal jurisdiction and venue of the courts located within Santa Clara County, California, for such purpose.
3. Export. The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Williams Learning Solutions, or any products utilizing such data, in violation of the United States export laws or regulations.
4. Disclosures. Williams Learning Solutions is located at the address in Section 12.10. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
5. Electronic Communications. The communications between you and Williams Learning Solutions use electronic means, whether you use the Service or send us emails, or whether Williams Learning Solutions posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
6. Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Service. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". Your relationship to Williams Learning Solutions is that of an independent contractor, and neither party is an agent or partner of the other.
7. Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
8. Assignment. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Williams Learning SolutionsÕ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Williams Learning Solutions may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
9. Copyright/Trademark Information. Copyright © 2018 Williams Learning Solutions, Inc. All rights reserved. All trademarks, logos, and service marks ("Marks") displayed on the Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party that may own the Marks.
10. Contact Information:
Williams Learning Solutions, Inc.
809 Laurel Street #7017
San Carlos, CA 94070