Sapling Learning Service Agreement

The following is an agreement between Sapling Systems, Inc., d.b.a. Sapling Learning, a Delaware Corporation, with its principal office at 211 East 7th Street, 4th Floor Austin, TX 78701, U.S.A. ("Sapling Learning") and any person or other legal entity ("you", "your", and the "account holder") who wishes to use the Sapling Learning Educational Community Site (the "Site") and the service provided on the Site (the "Service"). This Sapling Learning Service Agreement ("Agreement") consists of the following provisions, any terms and conditions incorporated by reference, and the information provided by you as part of the Sapling Learning sign-up process.

By correctly completing and indicating your agreement in the registration process, you enter into the Agreement. This Agreement is effective upon registration, and governs your use of the Service and the Site.

Acceptance of Terms

Welcome to the Sapling Learning Educational Community Site. Everyone who uses the Service - even on a trial basis - is subject to this Agreement. You may not change, supplement or amend this Agreement in any manner. It is your sole responsibility to determine whether your use of the Service is lawful, and you must comply with all applicable laws in using the Service.

Sapling Learning may unilaterally amend or supplement this Agreement from time to time on posting amended or supplemental terms as permitted in the manner described in this Agreement, and your continued use of the Service following any amendment or supplement shall constitute your acceptance of such amendments. If required by law, Sapling Learning will notify you at the email address you provide to us on registration and give you prior notice of such amendments and the opportunity to terminate this Agreement if you do not agree with such amendments.

Description of Service

The Service consists of access to the Site, which provides tools that enable you to view online content (in the form of text, images, video, flash, etc), take online tests, do online homework assignments, create tests and online homework assignments, and/or create and administer online educational course(s). Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the terms and conditions of this Agreement. The Service may not be used for any purpose not expressly permitted by this Agreement. You may not reproduce, copy, duplicate, sublicense, sell or resell any part of the Service.

Registration

You agree to: (a) provide accurate, current, and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Sapling Learning, to keep it accurate, current, and complete; and (d) be responsible for all use of your account and for any actions that take place using your account, regardless of whether or not authorized by you. If you provide any information that is untrue, inaccurate, not current or incomplete, or Sapling Learning has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sapling Learning has the right to suspend or terminate your account and refuse any and all current or future use of the Service.

You shall abide by all applicable local, state, federal, and foreign laws, treaties, and regulations in connection with your use of the Service and Site, including those related to data privacy. You agree to immediately notify Sapling Learning of any unauthorized uses of your account or any other breaches of security. Sapling Learning cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

All usernames and passwords remain the property of Sapling Learning and may be cancelled, changed, or suspended at any time by Sapling Learning without notice. Sapling Learning is not under any obligation to verify the actual identity or authority of the user of any username or password.

Ownership of Site Content and Limited License

  1. All content on the Site and available through the Service, including but not limited to designs, text, graphics, pictures, video, information, applications, software, music, sound, and other files, and their selection and arrangement (the "Site Content"), is the property of Sapling Learning, its users, or its licensors, with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, sublicensed, or sold in any form or by any means, in whole or in part, without Sapling Learning's prior written permission, except that (i) the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site, (ii) any Site Content provided by Third Parties for sale or license through the Site ("Third Party Content") is subject to the terms and conditions established by those Third Parties from time to time, as described on the Site ("Third Party License Terms"), and (iii) any Site Content with an explicit license attached is governed by the terms of that license.
  2. Provided that you are eligible for use of the Site, you are granted, solely for your personal, non-commercial use, a limited, nonexclusive license to access and use, and to download or print a copy of any portion of the Site Content, other than Third Party Content, to which you have properly gained access, provided that you keep all copyright or other proprietary notices intact. Such license is subject to this Agreement and does not include use of any data mining, robots or similar data gathering or extraction methods.
  3. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Sapling Learning or the applicable Third Party, as the case may be, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable at any time without notice and with or without cause.

Trademarks

Sapling Learning, graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or service marks of Sapling Learning. Trademarks and service marks used by Third Parties in association with the sale or license of their goods or services on the Site are the property of the respective owner.

Such trademarks and service marks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the respective owner.

Fees

Sapling Learning may from time to time charge fees for the use of the Service. Our fees, if any, are available on the Site. Unless otherwise stated, all of our fees are quoted in U.S. dollars. You are responsible for paying all fees associated with the use of the Service through your account, and for all applicable taxes.

The current refund policy for Sapling Learning can be found here.

Grades

You grant Sapling Learning and its employees, contractors and agents access to any grades or other information about your performance in classes associated with Sapling Learning, or any other related information as deemed necessary by your instructor.

Storage of Data

You grant Sapling Learning the right to store your user information (which may include personally identifiable information), content and other materials collected, as necessary, on servers located in any jurisdiction including, but not limited to, inside and outside of the United States and Canada.

Content and Conduct Rules and Obligations

You are solely responsible for the content that you upload, publish, or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other users of the Service or the Site, including Third Party Content (collectively the "User Content"). You may not post, transmit, or share on the Site or Service User Content that you did not create or that you do not have permission to post. You understand and agree that Sapling Learning may, but is not obligated to, delete or remove (without notice) any Site Content in its sole discretion, for any reason or no reason, including without limitation User Content that, in each case in the sole judgment of Sapling Learning, violates this Agreement, might be offensive, illegal, or might violate the rights, harm, or threaten the safety of users or others. Under no circumstances will Sapling Learning be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, transmitted, or otherwise made available via the Service.

You agree that you will not:

  1. upload, post, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
  2. harm others in any way in your use of the Site or Service;
  3. impersonate any person or entity, including, but not limited to, a Sapling Learning official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Site or Service;
  5. upload, post or otherwise transmit any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  6. upload, post or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights or other rights of any party;
  7. upload, post or otherwise transmit any material that contains software viruses, Trojan horses, worms, spyware, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment and/or create or impose a large burden or load on the Site or Service;
  8. scan or test the vulnerability or security of the Site or Service
  9. interfere with or disrupt the Site or Service or servers or networks connected to the Site or Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Service;
  10. intentionally or unintentionally violate any applicable local, state, national or international law;
  11. "stalk" or otherwise harass another;
  12. promote or provide instructional information about illegal activities or promote physical harm or injury against any group;
  13. offer for sale, sell, or otherwise make available through the Service any User Content (i) that violates any federal, provincial, foreign or local law or regulation, (ii) for which you do not have full power and authority to distribute, including all necessary licenses and authorizations, (iii) that Sapling Learning determines, in its sole discretion, is inappropriate for distribution through the Site or Service or (iv) otherwise violates the terms of this Section;
  14. send any SPAM using the Service; or
  15. exceed the scope of the Service that you have signed up for; by, for example, accessing and using the tools that you do not have a right to use, or deleting, adding to, or otherwise changing the comments or content of other persons.

You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to Sapling Learning. When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site.

License By You of Content

Unless specifically described otherwise in a separate written contract with Sapling Learning, by posting User Content other than Third Party Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant to Sapling Learning an irrevocable, perpetual, non-exclusive, transferable, fully paid, royalty-free, worldwide license (with the right to sublicense through multiple tiers of sublicensing) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such User Content for any purpose including, but not limited to, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. Unless otherwise stipulated in a separate written agreement, you may remove your User Content from the Site at any time, except for comments you post on the Site and reviews of Site Content you post on the Site. If you need assistance, please visit our support center.

Complaints About User Content

Sapling Learning respects the intellectual property and other rights of others, and this Agreement prohibits users from uploading, posting, or otherwise transmitting on the Site or through the Service any materials that violate another party's intellectual property and other rights. Sapling Learning is not responsible for the conduct of its users, and has no responsibility or liability for User Content. When we receive properly documented complaints about User Content such complaints are forwarded to the applicable user for the user's action. Sapling Learning is not responsible for any user's action or inaction as a result of any such notification. If you believe that any material on the Site infringes upon your intellectual property or other rights you may notify us at violations@saplinglearning.com. Please also see our DMCA Policy.

Term and Termination

  1. This Agreement commences when you access the Site or Service and continues until terminated by either Sapling Learning or you. Sapling Learning reserves the right to refuse access to the Site or Service to any person at any time for any reason, or for no reason. Termination of this Agreement does not terminate any agreement you enter into with a Third Party through the Site.
  2. Sapling Learning may terminate this Agreement and your account, delete your profile and any Site Content, User Content or information that you have posted on the Site and/or prohibit you from using or accessing the Service or the Site (or any portion, aspect or feature of the Service or the Site) for any reason, or no reason, at any time in its sole discretion, with or without notice. Sapling Learning may also terminate your access to courses if your payment for those courses is not accepted by PayPal for any reason.
  3. When your account is terminated by us or by you, any User Content that you have posted on the Site shall either be removed or shall stay on the Site. The license to your User Content that you grant to us in this Agreement will survive in perpetuity with respect to any User Content.

Sapling Learning Privacy Policy

Registration data and certain other information about you is subject to our Privacy Policy, the terms of which are incorporated into this Agreement by reference. The terms of our Privacy Policy may be found here. You represent and warrant to Sapling Learning that you have obtained all required consents with respect to any personal information (of any person) provided by you to Sapling Learning, and that Sapling Learning may use such personal information for the purposes of operating the Service and Site and as otherwise described in the Privacy Policy.

Technical, Customer, and Sales Support

Technical, customer, and sales support for Sapling Learning is provided via email or other online means and may not be provided in person or via phone.

International Use

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data in the locality in which you reside as well as the United States, Canada and the European Union member nations.

Links

The Service or Site may provide, or third parties may provide, links to other websites or resources. Because Sapling Learning has no control over such sites and resources, you acknowledge and agree that Sapling Learning is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Sapling Learning shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Indemnity and Release

You agree to defend, indemnify and hold harmless Sapling, and its affiliates, employees, officers, agents, directors and representatives ("Sapling Learning Parties") from any liability, cost, expense, loss, claim, or demand, (collectively, "Losses") including reasonable attorneys' fees, made by any party due to or arising out of your User Content, your use of the Service or Site, your breach of this Agreement or the documents it incorporates by reference, or your violation of any law, rule or regulation, or the rights of a third party in connection with the Site or the Service.

You agree to release, and hereby do release, the Sapling Learning Parties from any claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have with one or more of our users or any Third Party providing goods and services through the Service.

Modifications to Service

Sapling Learning reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) or prices with or without notice. You agree that Sapling Learning shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or the Site.

Disclaimers

  1. Sapling Learning is not responsible or liable in any manner for any User Content posted on the Site or in connection with the Service, whether posted or caused by users of the Site, by Sapling Learning, by third parties, or by any of the equipment or programming associated with or utilized in the Site or the Service. The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons.
  2. Sapling Learning does not guarantee perpetual access to any purchased course materials. Courses may become unavailable due to the passage of time or upon request of the instructor of a course.
  3. Sapling Learning assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. Sapling Learning is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, bandwidth providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any site or combination thereof, including injury or damage to a user's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service.
  4. Under no circumstances will Sapling Learning be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content or other content posted on or through the Site or Service, or any interactions between users of the Site, whether online or offline. You post User Content, including Third Party Content, on the Site at your own risk.
  5. Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. Sapling Learning expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, performance and non-infringement, or of availability or results. Sapling Learning does not warrant that (i) the Service will meet your specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the Service or any software will be corrected.
  6. Any Site Content downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
  7. No advice or information, whether oral or written, obtained through or from the Service shall create any warranty not expressly stated in the Agreement.
  8. Sapling Learning reserves the right to change any and all Site Content, software and other items used or contained in the Site and any Services offered through the Site or Service at any time without notice.
  9. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Sapling Learning.

Limitation of Liability

IN NO EVENT WILL SAPLING LEARNING BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, AGGRAVATED, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, AND WHETHER ARISING OUT OF CONTRACT, TORT, NEGLIGENCE (INCLUDING STRICT LIABILITY), WARRANTY, INDEMNITY, OR OTHERWISE, ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE OR THE SERVICE, EVEN IF SAPLING LEARNING IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SAPLING LEARNING'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SAPLING LEARNING FOR THE SERVICE DURING THE TERM OF YOUR MEMBERSHIP, BUT IN NO CASE WILL SUCH LIABILITY TO YOU EXCEED $100 AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO SAPLING LEARNING FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM SAPLING LEARNING, REGARDLESS OF THE CAUSE OF ACTION.

General

You acknowledge that Sapling Learning may establish general practices and additional limits concerning use of the Service. Notices to you may be made via either email or website postings. The Service may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to you generally on the Service. You must respect the intellectual property rights of others. You and Sapling Learning are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by this Agreement. The Agreement and the relationship between you and Sapling Learning shall be governed by and construed and interpreted in accordance with the laws of the State of Texas and the federal laws of the United States applicable therein without regard to the conflict of laws provisions of any state or jurisdiction. You hereby agree to submit to the personal and exclusive jurisdiction of the courts located in Austin, Texas. The failure of Sapling Learning to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The Agreement, including the Privacy Policy, the information provided to you and by you during the sign-up process and during the upgrade/downgrade of your account, and any other documents that are incorporated into this Agreement by reference, constitutes the entire agreement between you and Sapling Learning and governs your use of the Service, superseding any prior agreements between you and Sapling Learning (including, but not limited to, any prior versions of the Agreement), excluding any separate written agreements. You also may be subject to additional terms and conditions that may apply when you use other Sapling Learning services, or third-party content, software or services offered through the Service. If any provision of the Agreement or incorporated documents are 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 such provision, and the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Agreement are for convenience only and have no legal or contractual effect. Sapling Learning shall not be responsible to you as a result of any delay or default in carrying out its obligations hereunder which is due in whole or in part to an event beyond of the control of Sapling Learning. In no event shall you assign this Agreement without the prior written consent of Sapling Learning. This Agreement inures to the benefit of successors and assigns of Sapling Learning.

Violations

Please report any violations of the Agreement to violations@saplinglearning.com

Copyright 2008-2011 Sapling Systems, Inc. All rights reserved.

Sapling Systems, Inc. 211 East 7th Street, 4th Floor Austin, TX 78701, U.S.A. All correspondence should be sent to: info@saplinglearning.com