Educationext.com Web Site Terms of Use

The following terms and conditions (the "Terms and Conditions") govern your access to and use of our Web Site located at Educationext.com (the "Site" or "Web Site"). The Educationext.com Web Site is made available by EDUCATIONEXT, ("Company" or "we" or "us"). We may change these Terms and Conditions from time to time, by posting such changes on the Site. BY USING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AS APPLIED TO YOUR ACCESS TO AND USE OF THE SITE. If you do not agree to these Terms and Conditions, you should not visit or use the Site.

1. Proprietary Rights

As between you and Company, and except for your Submitted Materials (as defined in Section 6 below), Company owns, solely and exclusively, all rights, title and interest in and to the Site, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, software, etc.), code, data and materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including but not limited to any copyrights, trademark rights, patent rights and other intellectual property and proprietary rights therein. Your use of the Site does not grant to you ownership of any content, code, data or materials you may access on the Site.

2. Limited License

You may access and view the content on the Site on your computer or other internet compatible device, and make copies of the content on the Site for your personal and non-commercial use only.

3. Prohibited Use

Any commercial distribution, publishing or exploitation of the Site, or of any content, code, data or materials on the Site, is strictly prohibited unless you have received the express written prior permission of Company and the applicable rights holder. If you do make any such prohibited use of the Site, or the content, code, data or materials thereon, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.

4. Trademarks.

EDUCATIONEXT, EDUCATIONEXT and Design, and BYSTUDENTS are service marks of Educationext,. Any other trademarks, logos or service marks (collectively, the "Marks") displayed on this web site are owned by Educationext, or a third party owner. Nothing contained in this web site should be construed as granting, by implication, estoppel or otherwise, any license or right in and to the Marks without the express written consent of Educationext, or the respective trade/service mark owner. Your misuse of the Marks displayed on this web site is strictly prohibited.

5. User Information.

In the course of your use of the Site, you may be asked to provide certain personalized information to us. Our information collection and use policies with respect to the privacy of such information are set forth in the Site's Privacy Policy, which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information.

6. Submitted Materials.

Any and all information, reviews, comments, communications, creative and academic works, demos, ideas, photographs, suggestions, concepts, depictions, methods, systems, designs, plans, techniques or other materials submitted or sent to us (including, for example and without limitation, that which you submit or post to our Site or the message boards, chat rooms and/or blogs that may be available on or through the Site, or that which you send to us via e-mail) ("Submitted Materials") will be deemed not to be confidential or secret, and may be used by us in any manner consistent with these Terms and Conditions and the Site's Privacy Policy. By submitting or sending Submitted Materials to us, you:

• (i) represent and warrant that the Submitted Materials are original to you and that no other party has any rights thereto, or that you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to the Site, and that any "moral rights" in having the Submitted Materials edited, removed, modified, published, transmitted or displayed in a manner not agreeable to you have been waived, and
• (ii) you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it into other works in any form, media, or technology now known or later developed (including, without limitation, any web sites owned or operated by us). We cannot be responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time. In the event of any unauthorized use of any of your content or materials from our Site (including any of your Submitted Materials in which you own the copyright), you agree to cooperate with Company in enforcing such copyrights, at Company's expense, including, for example (without limitation) by joining Company in any legal action therefore.

7. Prohibited User Conduct.

You warrant and agree that, while accessing or using the Web Site, you shall not:

• • impersonate any person or entity or misrepresent your affiliation with any other person or entity, whether actual or fictitious, including anyone from the Site or Company;
• • insert your own or a third party's advertising, branding or other promotional content into any of the Site's content, materials or services;
• • directly solicit any content or materials from the Site's users, or directly solicit or advertise to the Site's users for commercial purposes;
• • obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Site through any means, including through means not intentionally made publicly available or provided for through the Site;
• • engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on the Site, or obtaining lists of users other information from or through the Site, including, without limitation, any information residing on any server or database connected to the Site;
• • use the Site or its features and services in any manner that could interrupt, damage, disable, overburden or impair the Site or interfere with any other party's use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or "flooding" servers with requests;
• • use the Site or its services in violation of Company's or any third party's intellectual property or other proprietary or legal rights;
• • use the Site or its services in violation of any applicable law; or
• • attempt (or encourage or support any one else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or its services.

You alone are responsible for the content and consequences of any of your activities while you are visiting or using the Site.

8. Public Forums.

The Site may include messaging services, chat services, bulletin boards, message boards, blogs and other similar forums and services. In addition to any other rules or regulations that we may post in connection with a particular feature or service, you agree not to:

• • upload, post, transmit, distribute or otherwise publish to, on or through the Site, any materials which are false, fraudulent, misleading, unlawful, threatening, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, including without limitation, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
• • violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right; or
• • upload, post, publish, distribute or otherwise transmit any information or material which constitutes or contains a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind.

It is important to remember that content submitted to a public forum or similar feature on the Site may be recorded and stored in multiple places, both on our Site and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them eventually. You should therefore be careful and selective about the information that you disclose about yourself and others in your comments to our public forums or other submissions to our Site, and in particular, you should not disclose any sensitive, proprietary or confidential information.

9. Right to Monitor and Editorial Control.

Company reserves the right, but does not have nor assume any obligation, to monitor and/or review any content or materials posted to the Web Site or through the Web Site's services or features by users (including by individuals and entities), and Company is not responsible for any such materials. However, Company reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Company's sole discretion are objectionable or in violation of these Terms and Conditions, Company's policies or applicable law.

10. Linking to the Web Site.

You are not permitted to link directly to any image hosted on the Web Site or our services, such as using an "in-line" linking method to cause the image hosted by us to be displayed on another web site, unless expressly permitted by us in writing. You agree not to download or use images hosted on this Web Site on another web site, for any purpose, including, without limitation, posting such images on another site, unless expressly permitted by us in writing. You agree not to link from any other web site to this Web Site in any manner such that the Web Site, or any page of the Web Site, is "framed," surrounded or obfuscated by any third party content, materials, advertising or branding. We have the right to insist that any link to the Web Site be discontinued, and to revoke your right to link to the Web Site from any other web site at any time.

11. Indemnification.

You agree to defend, indemnify and hold Company, its affiliates, and its and their directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising from (i) your access to or use of the Site, (ii) your placement, submission or transmission of any message, content, information, software or other materials on, to or through the Site, or (iii) your breach or violation of the law or of these Terms and Conditions. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you agree to cooperate with any such defense.

12. Third Party Web Sites.

You may be able to link from the Web Site to third party web sites and third party web sites may link to the Web Site ("Linked Sites"). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided on Linked Sites. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such sites or the information, content, products, services, advertising, code or other materials presented thereon. Any reliance on a Linked Site is done at your own risk and you assume all responsibilities and consequences resulting such reliance.

13. Disclaimer of warranties.

The site, including, without limitation, all services, content, submitted materials, functions and materials thereon, is provided "as is," "as available", without warranty of any kind, either express or implied, including, without limitation, any warranty for information, data, data processing services, uptime or uninterrupted access, any warranties concerning the availability, accuracy, usefulness, correctness, precision, thoroughness, completeness or content of information, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose, and we hereby disclaim any and all such warranties, express and implied. We do not warrant that the site or the services, content, functions or materials contained therein will be timely, secure, uninterrupted or error free, or that defects will be corrected. We make no warranty that the site will meet users' requirements. No advice, results or information, whether oral or written, obtained by you from us or through the site shall create any warranty not expressly made herein. Company also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the site or your downloading of any materials, data, text, images, video, or audio from the site. We try to ensure that the information posted on the site is correct and up-to-date. We reserve the right to change or make corrections to any of the information provided on the site at any time and without any prior warning. Company does not necessarily endorse, support, sanction, encourage or agree with any submitted materials, or any opinion, recommendation or advice expressed or implied therein, and company expressly disclaims any and all liability in connection with submitted materials and any other content or information created or provided by users or other third parties.

14 Limitation of liability.

In no event, including but not limited to negligence, shall company, or any of its directors, officers, employees or agents (collectively, the "protected entities") be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, your access to or use of, or the inability to access or use, the site or the content, materials and functions related thereto, your provision of information via the site, lost business or lost sales, even if such protected entity has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above limitations may not apply to certain users. In no event shall the protected entities be liable for or in connection with any content posted, transmitted, exchanged or received by or on behalf of any user or other person on or through the site (including, without limitation, any submitted materials). In no event shall the total aggregate liability of the protected entities to you for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the terms and conditions or your use of the site exceed, in the aggregate, the amount, if any, paid by you to company for your use of the site or purchase of products via the site.

15. Applicable Laws.

We control and operate the Site from our offices in the United States of America. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. All parties to these Terms and Conditions waive their respective rights to a trial by jury.

16. Termination.

Company has the right to terminate, change, suspend, impose limits on or discontinue any aspect of the Site or the Site's services, or your access to or use thereof, at any time, if we believe you are in breach of these Terms and Conditions, Company's policies or applicable law, or for any other reason without notice or liability. Company maintains a policy that provides for the termination in appropriate circumstances of the Web Site use privileges of users who are repeat infringers of intellectual property rights.

17. Contacting the Web Site

f you have any questions relating to the Web Site, or if you would like to submit a complaint or other report to us (including, without limitation, any suspected violations of these Terms and Conditions or applicable law, or any misconduct or other behavior by other users of the Web Site), please contact us at:[email protected].

18. Miscellaneous

By using the Web Site, you represent and warrant that you are 13 years of age or older, as the Web Site is not intended for users under 13, and you agree to abide by and that you are fully able and capable of complying with all of the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and Conditions. The Terms and Conditions and the relationship between you and us shall be governed by the laws of the United States and the State of New York, without regard to its conflict of law provisions. You agree that any cause of action that may arise under the Terms and Conditions shall be commenced and be heard in the appropriate court in the State of New York, County of New York. You agree to submit to the personal and exclusive jurisdiction of the courts located within New York County in the State of New York. Our failure to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect.