EdisonLearning

TERMS OF USE

Effective as of January 8, 2021

Please read the following Terms of Use (“Terms”) carefully. These Terms apply to any and all websites or mobile applications made available by EdisonLearning, Inc. (“EdisonLearning”, we”, “our”, or “us”), including www.edisonlearning.com (collectively, the “Website”).

THESE TERMS INCLUDE IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY ACCESSING OR USING THE WEBSITE, YOU ARE ENTERING INTO A LEGAL CONTRACT WITH EDISONLEARNING REGARDING YOUR USE OF THE WEBSITE AND YOU AGREE TO BE BOUND BY THESE TERMS AND ALL ADDITIONAL TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ANY PORTION OF THESE TERMS, YOU SHOULD NOT ACCESS OR USE THE WEBSITE.

SECTION 14 CONTAINS A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER THAT AFFECTS HOW DISPUTES ARE RESOLVED. PLEASE READ IT CAREFULLY.

Additional Policies

Certain features of our Website may be subject to additional guidelines, terms, rules, or policies, which will be posted in connection which such features, including, but not limited to our Privacy Policy, our Acceptable Use Policy, our Purchase Terms, and Conditions , and our End User License Agreement. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

Your Use of the Website

We hereby grant you a non-exclusive, personal, non-transferable, limited license to use and access the Website in accordance with these Terms. The Website is provided to you as a convenience and for your information only. EdisonLearning does not warrant or represent that: (i) any materials, documents, images, graphics, logos, design, audio, video, and any other information provided from or on the Website (collectively, the “Website Content”) is accurate or complete; (ii) the Website Content is up-to-date or current; (iii) EdisonLearning has any obligation to update any Website Content; (iv) the Website Content is free from technical inaccuracies or programming or typographical errors; (v) the Website Content is free from changes caused by a third party; (vi) your access to the Website will be free from interruptions, errors, computer viruses or other harmful components; and (vii) any information obtained in response to questions asked through the Website is accurate or complete. You agree that your use of the Website is solely at your own risk.

Use Restrictions

You may not use the Website: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Website, or unduly burdening or hindering the operation and/or functionality of any aspect of the Website; (vi) to attempt to gain unauthorized access to or impair any aspect of the Website, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; (x) to use any portion of the Website or any Website Content in any manner that may give a false or misleading impression, attribution or statement as to us or any other person or entity; or (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Website, or disassemble the Website, or otherwise attempt to derive the source code of the software that enables or underlies the Website, except as may be permitted by applicable law. We reserve the right to terminate your use of the Website for violating any of the prohibited uses.

Accounts

In order to use certain features of our Website, you will need to register for an EdisonLearning account (“Account”) and provide certain information. In doing so, you will be required to select a username and password. You agree to protect your username and password by, among other things, keeping them confidential and not sharing them with any other person. You agree to immediately notify EdisonLearning of any actual or suspected unauthorized use of your Account or any other breach of security. EdisonLearning shall not be liable for any loss or damage arising from your failure to comply with the above required. In creating an Account, you represent and warrant that: (i) all required information you submit to EdisonLearning is truthful and accurate; and (ii) you will maintain the accuracy of such information. EdisonLearning may suspend or terminate your Account at any time, in our sole discretion, including for any use in violation of these Terms. Termination of your access to and use of the Website and/or your Account shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to EdisonLearning.

Modifications

EdisonLearning reserves the right to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that EdisonLearning will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or any part thereof.

User-Provided Website Content

“User Website Content” means any and all information, data, and content that you submit to or use with, the Website, including content in your profile, reviews, feedback, questions, comments, and suggestions. You are solely responsible for your User Website Content and you assume all risks associated with use of your User Website Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Website Content that personally identifies you or any third-party. EdisonLearning is not required to backup any User Content, and your User Website Content may be deleted at any time without prior notice. You hereby grant (and you represent and warrant that you have the right to grant) to EdisonLearning 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 Website Content, and to grant sublicenses of the foregoing rights, for the purposes of including your User Website Content in the Website. 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 Website Content. You hereby represent and warrant that your User Website Content does not violate these Terms or our Acceptable Use Policy.

No Warranties

YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE, WEBSITE CONTENT, AND USER WEBSITE CONTENT IS AT YOUR SOLE RISK. THE WEBSITE, WEBSITE CONTENT, AND USER WEBSITE CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. EDISONLEARNING (AND ITS SUPPLIERS) MAKE NO GUARANTEE, REPRESENTATION OR WARRANTY WHATSOEVER AS TO ANY OUTCOMES OR RESULTS FROM THE USE OF THE WEBSITE, WEBSITE CONTENT, OR USER WEBSITE CONTENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT WEBSITE, USER WEBSITE CONTENT, OR WEBSITE CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, ACCURATE, OR SAFE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR WEBSITE CONTENT, IS OR WILL REMAIN FREE FROM ANY VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEBSITE AT TIMES OR LOCATIONS OF YOUR CHOOSING.

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.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EDISONLEARNING (OR OUR SUPPLIER) BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO YOUR RELIANCE ON THE WEBSITE, WEBSITE CONTENT, OR USER WEBSITE CONTENT, OR YOUR USE OR INABILITY TO USE THE WEBSITE, WEBSITE CONTENT, AND/OR USER WEBSITE CONTENT HOWEVER CAUSED AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY. EDISONLEARNING SHALL NOT BE LIABLE FOR NEGATIVE REPERCUSSIONS TO ANY PARTY BASED ON THE USE OF OR INABILITY TO USE THE WEBSITE USER WEBSITE CONTENT, OR WEBSITE CONTENT, INCLUDING, BUT NOT LIMITED TO, LOST GOODWILL OR LOST PROFITS, FOR INACCURACIES OR ERRORS IN OR OMISSIONS FROM THE WEBSITE; DELAYS, ERRORS, OR INTERRUPTIONS IN THE TRANSMISSION OR DELIVERY OF THE WEBSITE, USER WEBSITE CONTENT, OR WEBSITE CONTENT; OR LOSS OR DAMAGE ARISING THEREFROM OR OCCASIONED THEREBY, OR BY ANY REASON OF NONPERFORMANCE.

REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify, and hold harmless EdisonLearning (and its officers, employees, and agents) from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including reasonable attorneys’ fees) assessed or incurred by us, directly or indirectly, with respect to or arising out of: (i) your use of the Website, Website Content, or User Website Content; (ii) your failure to comply with these Terms or applicable law; (iii) your use of the rights granted hereunder, including, but not limited to, any claims made by any third-parties; and (iv) your willful misconduct.

Intellectual Property

The Website and Website Content are owned and controlled by EdisonLearning. We expressly reserve all of our intellectual property rights in and to the Website and Website Content. No portion of the Website or Website Content may be reproduced in any form or by any means, except as provided elsewhere in these Terms. We are the owner of or are otherwise permitted to use, all trademarks, service marks, and logos used and displayed on the Website. Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of EdisonLearning’s trademarks, service marks, or copyrights without our prior written permission. You may copy or print a single copy of any page from one of our Websites for non-commercial purposes if you do not remove, modify, or alter any copyright or proprietary rights notices that may be present. You may not otherwise: (i) remove or obscure any copyright, trademark, digital watermarks, proprietary legends, or other proprietary notices from any portion of our Website; or (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Website or Website Content, except as expressly permitted by EdisonLearning.

Copyright

If you believe that material on the Website is unlawfully infringing copyrighted material(s), and wish to have the allegedly infringing material(s) removed, you must provide the following in the form of a written notification pursuant to the Digital Millennium Copyright Act (DMCA):

Identification of the copyrighted work(s) claimed to have been infringed;
Identification of the supposedly infringing material that is to be removed;
Information reasonably sufficient to permit us to locate the material on the Website;
Your address, telephone number, or email address;
A statement that you have a good faith belief that use of the material is, in fact, infringing and/or not authorized by the copyright owner, its agent, or the law;
A statement that, under penalty of perjury, the information in the notification is accurate and where relevant you are authorized to act on behalf of the copyright owner; and
Your physical or electronic signature.

The notification must be submitted to:

EdisonLearning, Inc.

One East Broward Blvd., Suite 1599

Fort Lauderdale, FL 33301

communications@edisonlearning.com

A provider of content subject to a claim of infringement may make a counter-notification. To file a counter-notification with us, please provide our Copyright Agent a written communication containing the following:

Identification of the supposedly infringing material that is to be removed;
A statement that, under penalty of perjury, you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your postal address is located, and that You will accept service of process from the party who submitted the infringement notification or his, her, or its principal or agent; and
The signature, physical or electronic, of you or a person authorized to act on your behalf.

We will promptly provide the party that provided the notice of claimed infringement with a copy of the counter-notification, and inform the complaining party that we restore the removed or disabled content within ten (10) business days. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of the counter-notification, we will restore the removed or disabled materials. Until that time, the materials will remain removed or disabled. Before filing a copyright notification with us, make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine. You could potentially be held liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether there is infringement, it may be advisable to seek legal counsel.

Errors, Inaccuracies, and Omissions

Occasionally the Website and Website Content may contain typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information on the Website is inaccurate at any time without prior notice. We undertake no obligation to update, amend, or clarify Website Content except as required by law.

Governing Law

These Terms and all matters arising out of or relating to the Website, Website Content, or User Website Content shall be governed by the laws of the United States and the State of Florida, without giving effect to the conflict of law provisions thereof.

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY AS IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

14.1 Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Website, Website Content, or User Website Content 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 EdisonLearning, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries.

14.2 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 EdisonLearning should be sent to One East Broward Blvd., Suite 1599, Fort Lauderdale, FL 33301, Attn: Legal Department. After the Notice is received, you and EdisonLearning may attempt to resolve the claim or dispute informally. If you and EdisonLearning do not resolve the claim or dispute within thirty (30) calendar 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.

14.3 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 this Agreement. 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 EdisonLearning made to you prior to the initiation of arbitration, EdisonLearning will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

14.4 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.

14.5 Time Limits. If you or EdisonLearning 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.

14.6 Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and EdisonLearning, 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 this Agreement. 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 EdisonLearning.

14.7 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, 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 EdisonLearning in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND EDISONLEARNING WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

14.8. 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 INDIVIDUAL CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER INDIVIDUAL.

14.9. 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 this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

14.10. Severability. If any part of this Section 14 is found to be illegal or unenforceable, the rest will remain in effect, except that if a finding of partial illegality or unenforceability would allow class, collective, or representative arbitration, all of Section 14 will be unenforceable and the claim or dispute will be resolved in court.

14.11. 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.

14.12. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with EdisonLearning.

14.13. Small Claims Court. Notwithstanding the foregoing, either you or EdisonLearning may bring an individual action in small claims court.

14.14. 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.

14.15. 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 party’s patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.

14.16. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the state and federal courts located in Broward County, Florida, for such purpose.

Termination of Service

We may suspend or terminate your right to access the Website, at any time, without notice, for conduct that we believe violates these Terms and/or is harmful to other users of the Website, to EdisonLearning, to the business of our Internet service provider, or as we otherwise deem appropriate, in our sole discretion. EdisonLearning will not have any liability whatsoever to you for any termination of your rights under these Terms.

Age Restrictions

You affirm that you are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms, and abide by and comply with these Terms.

Privacy

EdisonLearning collects and uses personal information about you when you access and use the Website in accordance with our Privacy Policy.

Electronic Communication

By using the Website, you consent to receive electronic communications from EdisonLearning unless you follow applicable opt-out procedures. We will communicate with you by email or by posting notices on the Website or your Account. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. The foregoing does not affect your non-waivable rights.

Third-Party Links

The Website may include links and Website Content provided by third parties (“Third-Party Website Content”). Third-Party Website Content is provided for your convenience and information only. Third-Party Website Content is not under our control and EdisonLearning is not responsible for the content of any Third-Party Website Content. The inclusion of Third-Party Website Content does not imply endorsement, affiliation, partnership, or sponsorship by EdisonLearning. Use of any Third-Party Website Content is at your own risk.

Local Laws

EdisonLearning makes no representation that the Website or Website Content is appropriate or available for use in jurisdictions outside the United States. Access to the Website from jurisdictions where such access is illegal is prohibited. If you choose to access the Website from other jurisdictions, you do so at your own initiative and are responsible for compliance with applicable local laws.

Export Restrictions

The Website or Website Content may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from the Website or Website Content, or any products utilizing such data, in violation of the United States export laws or regulations.

Changes to these Terms

EdisonLearning may revise these Terms, the Website, the Website Content, or stop providing the Website and/or Website Content at any time and without notice to you. We encourage you to review these Terms frequently, the date of the most recent revision to these Terms appears at the end of these Terms. Your continued access or use of the Website after such posting constitutes your consent to be bound by the Terms, as amended.

Contact

If you have any questions about these Terms, please contact us at: