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PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, DO NOT ACCESS OR USE THE SERVICES.
These Terms of Use (these “Terms”) apply when you access or use the www.flyfivesel.org digital curriculum learning management system (LMS). These Terms do not change the terms or conditions of any other agreement you may have with CRS for products, services, or otherwise, including, without limitation, the Fly Five Curriculum License Agreement. If you are using the Services on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on the entity’s behalf, and that the entity agrees to be responsible to CRS if you violate these Terms. The terms and conditions contained in this document (these “Terms”) apply to any sales by Center for Responsive Schools, Inc. (“CRS”) of (1) license rights to software products and (2) associated professional services (“Professional Development”) which are also known as Fly Five: The Social and Emotional Learning Curriculum). These Terms are an integral part of an agreement (the “Agreement”) between Us and the Customer (referred to as “You” and “Your”) identified on Fly Five: The Social and Emotional Learning Curriculum License Agreement. The Agreement consists of (in order of precedence) a Purchase Contract, these Terms, and any documents incorporated by reference into either the Purchase Contract or these Terms (including those incorporated by hyperlink reference). You acknowledge that the Purchase Contract and the Terms will supersede and replace any conflicting provisions in Your purchase order or other purchasing documents. The Agreement will be effective as of the date specified on the Purchase Contract and will be binding when the Purchase Contract has been signed by your authorized representative. The Purchase Contract will identify the school sites which are licensed to use Fly Five: The Social and Emotional Learning Curriculum (the “Licensed Sites”), and the modules, content, and components of Fly Five: The Social and Emotional Learning Curriculum and LMS that have been licensed by each such Licensed Site; this license is only valid for the specified Fly Five: The Social and Emotional Learning Curriculum at the identified Licensed Sites for the specified License Quantity and specified License Period.
CRS reserves the right to change these Terms at any time and at its sole discretion. If CRS makes changes to these Terms, CRS will provide notice of such changes, such as by sending you an email, by providing notice through the Services, or by updating the “Last updated” date at the top of these Terms. Your continued use of this Site following the posting of changes will confirm that you accept the changed Terms. CRS encourages you to review the Terms regularly to ensure that you understand the terms and conditions that apply to your use of the Services. If you do not agree to the changed Terms, you must stop using the Services.
Please refer to the CRS Privacy Policy for information about how CRS collects, uses, and discloses information about users of the Services.
To access certain areas and features of the Services, you must register for an account using the activation key provided to you by CRS. If you register an account, you will (a) provide accurate, truthful, current, and complete account information; (b) maintain and promptly update your account information to keep it accurate, current, and complete; (c) maintain the security of your account; (d) promptly notify CRS if you discover or otherwise suspect any security breaches related to the Services; and (e) accept all risks of unauthorized access to your account information and any other information you provide to CRS.
Unless otherwise indicated, the Services and all content and other materials in the Services, including, without limitation, the Center for Responsive Schools logo, Fly Five logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the “CRS Materials”) are the proprietary property
of CRS or its licensors and are protected by United States and international copyright laws.
Notwithstanding any agreement you may have with CRS that includes broader license rights to the Services or any Fly Five Materials therein, you are granted a limited, non-exclusive, non-sublicensable, revocable license to (i) access and use the Services, (ii) download Fly Five Materials that are expressly provided through the Services for download, and (iii) electronically copy (except where prohibited without a license) and print to hard copy parts of the Fly Five Materials, but in each instance solely for your informational, noncommercial, and personal use or otherwise in accordance with a written agreement between you and CRS. This license is subject to these Terms and, except as expressly permitted on the Services or under a separate written agreement between you and CRS, you do NOT have the right to do any of the following: (a) sell, resell, or commercially use the Services or the Fly Five Materials; (b) distribute, publicly perform, or publicly display any part of the Fly Five Materials; (c) publish or reproduce any part of the Fly Five Materials on the Internet or any external websites, networks, or servers; (d) modify or otherwise make any derivative uses of any part of the Services or the Fly Five Materials; (e) use any data mining, robots, or similar data gathering or extraction methods; (f) download (other than via page caching) any part of the Services or the Fly Five Materials that are not expressly provided by CRS for download; or (g) use any part of the Services or the Fly Five Materials for anything other than for their intended purposes. You will not obscure any copyright notices or other legends or notices appearing on any part of the Fly Five Materials and will ensure that all permitted copies of the Fly Five Materials contain the same copyright notice and other legends or notices that appear on the copies provided by CRS or as otherwise may be instructed by CRS. Any use of the Services or the Fly Five Materials other than as specifically authorized by these Terms or in writing by CRS is strictly prohibited and will terminate your license to the Services and the Fly Five Materials. Such unauthorized use also may violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. All license grants to access and use the Learning Management System (LMS) and Fly Five Materials are non-exclusive, non-transferable and non-assignable. We may require your users to agree to reasonable terms of use and restrictions as a condition of their initial access to the LMS.
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, CRS has adopted a policy of terminating, in appropriate circumstances and at CRS’s sole discretion, accounts of account holders who are deemed to be repeat infringers. CRS also may, at its sole discretion, limit access to the Services and terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
If you believe that anything in the Services infringes on any copyright you own or control, you may file a notification with CRS’s Designated Agent as set forth below:
Agent Designated to Receive Notification of Claimed Infringement: Tonia Bonner
Address to Send Notification: 85 Avenue A, P. O. Box 718, Turners Falls, MA 01376-0718
Telephone Number of Designated Agent: 413-207-6251
E-mail Address of Designated Agent: [email protected]
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by CRS or the alleged infringer as the result of CRS relying on such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
“Fly Five,” the Fly Five logos, and any other Fly Five product or service name or slogan contained in the Services are trademarks of CRS and its licensors, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of CRS or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “Center for Responsive Schools,” “Fly Five,” or any other name, trademark, or product or service name of CRS without CRS’s prior written permission. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark, or trade dress of CRS and may not be copied, imitated, or used, in whole or in part, without CRS’s prior written permission. All other trademarks, registered trademarks, product names, and names or logos mentioned in the Services are the property of their respective owners. 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 by CRS. All licenses granted are under intellectual property rights in the LMS, including copyrights and trade secrets, which CRS either own or have licensed from third parties.
You are granted a limited, non-exclusive right to create a text hyperlink to the home page of the Services for noncommercial purposes, provided that (a) such link does not portray Fly Five in a false, misleading, derogatory, or otherwise defamatory manner, and (b) the linking site does not contain any obscene, pornographic, sexually explicit, or illegal material or any material that is offensive, harassing, or otherwise objectionable. This limited right may be revoked at any time. You may not use any Fly Five logo or other proprietary graphic of Fly Five to link to the Services without CRS’s express written permission. You may not, without CRS’s express written permission, use, frame, or utilize framing techniques to enclose Fly Five’s trademark, logo, or other proprietary information, including the images found in the Services, the content of any text, or the layout or design of any page or form contained on a page of the Services.
CRS makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of any third-party websites accessible via hyperlink or linking to the Services. These websites are not under the control of CRS, and CRS is not responsible for any embedded content or the contents of these websites, or any changes or updates to these websites. CRS and its users may provide these links to you as a convenience, and the inclusion of any link does not imply any affiliation, endorsement, or adoption by CRS of any site or any information contained therein. When you visit other websites via links or embedded content, you should understand that these Terms no longer govern and that the terms and policies of those third party websites will now apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services.
CRS may provide information about or links to third-party products or services. CRS does not control, endorse, or adopt any third-party information in the Services and makes no representation or warranties of any kind regarding third-party information in the Services, including, without limitation, regarding its accuracy or completeness. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties, or representations associated with these dealings, correspondence, or promotions, are solely between you and such third party. CRS is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, correspondence, or promotions, or any third-party information in the Services. You may “opt out” of receiving marketing or promotional communications from us by following the directions in the communications. If you opt out, we may still send you non-promotional communications, such as those about your account or our ongoing business relations.
As a condition of your use of the Services, you warrant to CRS that you will not use the Services for any purpose that is unlawful or prohibited by these Terms, any notices, policies, or guidelines contained within the Services, or any other agreement you may have with CRS. You may not use the Services in any manner that could damage, disable, overburden, or impair the functioning of the Services or could interfere with, disrupt, negatively affect, or inhibit any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.
The Services may contain interactive areas or services (“Interactive Areas”), such as discussion forums, blogs, private messages, emails, or other interactive features or areas in which you or other users can create, post, transmit, or store content, including, without limitation, text, music, sound, photos, images, video, graphics, code, and other items or materials (collectively, “User Content”). User Content posted on Interactive Areas may be publicly viewable to others. You are solely responsible for your User Content and for your use of Interactive Areas, which you use at your own risk. You will use Interactive Areas only to post, send, and receive messages and material that are proper and related to the Interactive Areas.
You will not post, upload to, transmit, distribute, store, create, or otherwise publish through the Services any of the following:
You are solely responsible for your conduct while accessing or using the Services and will not violate any law, contract, intellectual property, or other third-party right, or commit any tort in connection with your access to or use of the Services. You will abide by these Terms and will not do any of the following in connection with the Services or its users:
CRS takes no responsibility and assumes no liability for (a) any User Content posted, stored, or uploaded by you or any third party; (b) any associated loss or damage; (c) any user conduct; or (d) any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. Your use of Interactive Areas is at your own risk. These Terms do not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules. As a provider of interactive services, CRS is not liable for any statements, representations, or User Content provided by its users in any public forum, personal home page, or other Interactive Areas. Although CRS has no obligation to screen, edit, or monitor any of the Content posted in any Interactive Areas, CRS reserves the right, and has absolute discretion, to remove, screen, or edit any User Content posted or stored through the Services at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store through the Services at your sole cost and expense. Any use of the Interactive Areas or other parts of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services.
By submitting or posting User Content to the Services, you hereby grant CRS a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content throughout the world in any media on or in connection with the Services and the promotion of the Services or Fly Five’s products and services, including, without limitation, the right to use your name, likeness, voice, or identity. You grant CRS and its sublicensees the right to use the name, location, and other information that you submit in connection with such User Content. The use of your or other users’ name, likeness, voice, or identity in connection with various features in connection with the Services does not imply any endorsement of such feature or of the Services unless explicitly stated otherwise. You represent and warrant that (a) the User Content is not confidential; (b) you own and control all of the rights to the User Content that you post, or otherwise have the right to post such User Content to the Services; (c) the User Content is accurate and not misleading or harmful in any manner; and (d) the use and posting of the User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
You can submit questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original, or creative materials or other information about Fly Five, the Services, or Fly Five’s products or services (collectively, “Submissions”). Submissions, whether posted to the Services or provided to CRS by email or otherwise, are nonconfidential and shall become the sole property of CRS. CRS shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY CRS, THE SERVICES AND FLY FIVE MATERIALS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OR CONDITION OF ANY KIND. CRS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND THE CRS MATERIALS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY CRS, CRS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY CONTENT CONTAINED THEREIN IS ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IT IS YOUR RESPONSIBILITY TO USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CRS OR ITS INDEPENDENT CONTRACTORS, SUPPLIERS, AND CONSULTANTS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “CRS PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES, WITH THE DELAY OR INABILITY TO USE THE SERVICES OR RELATED SERVICES OR THE CONTENT CONTAINED THEREIN, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM CRS OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF INFORMATION, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION. OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE SERVICES OR CRS’S RECORDS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ANY OF THE CRS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PART OF THE SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
You will defend, indemnify, and hold harmless the CRS Parties from and against any third-party claims, damages of any kind, costs, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or related to (a) your use of the Services, (b) your conduct in connection with the Services, (c) any User Content or Submissions you provide, (d) your violation of these Terms, and (e) your violation of the rights of another.
CRS reserves the right, without notice and in its sole discretion, to terminate your license to use the Services and to block or prevent your future access to and use of the Services. CRS reserves the right to modify or discontinue, temporarily or permanently, the Services, or any features or parts thereof, without prior notice, and disclaims all liability for any modification, suspension, or discontinuance of the Services, or any part thereof.
If Your account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of CRS’s other rights or remedies, CRSreserves the right to suspend your access to the Software and the delivery of LMS, without liability to you, until such amounts are paid in full. You will also promptly certify that you have de-installed all such software and destroyed all copies of it, if applicable.
To the maximum extent permitted by law, these Terms are governed by, and will be construed in accordance with and enforced by, the laws of the State of Massachusetts, USA, without regard for its choice of law provisions. You hereby consent to the exclusive jurisdiction and venue of courts in Franklin County, Massachusetts, USA in all disputes arising out of or relating to the use of the Services. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms (including this paragraph).
Enforcement of these Terms is solely at CRS’s discretion, and failure to enforce any part of these Terms in some instances does not constitute a waiver of CRS’s right to enforce the same or other part of these Terms in other instances.
If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, without limitation, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Questions or comments about the Services may be directed to CRS by email or by mail at:
Center for Responsive Schools
85 Avenue A, P. O. Box 718
Turners Falls, MA 01376-0718