Terms and Conditions
Last Updated: April 13, 2022
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING SERVICES FROM SYMPHONY LEARNING.
SECTION 1. ACCEPTANCE OF TERMS, REVISIONS
By using this web site you are indicating that you have reviewed and are agreeing to the terms of the Symphony Learning Web Site Terms and Conditions (the “Terms and Conditions”). For the purposes of these Terms and Conditions, the terms “we,” “us” and “our” refer to Symphony Learning, LLC (“Symphony Learning”), and the terms “you” and “your” refer to you personally and/or as a teacher or staff member acting as an agent of an educational institution.
We may revise these Terms and Conditions at any time without prior notice. Please review these Terms and Conditions for any changes each time you access this web site. Your continued use of this web site following the posting of any revisions to these Terms and Conditions will mean you accept those changes.
SECTION 2. COPYRIGHT, TRADEMARK AND OTHER INTELLECTUAL PROPERTY
Except as otherwise indicated, this web site and its entire contents (including, but not limited to, the text, information, software, graphics, images, sound and animation) are owned by us and are protected by domestic and international copyright, trademark, patent and other intellectual property laws. All copyrightable text and graphics, the selection, arrangement, and presentation of all materials (including information in the public domain), and the overall design of this web site are © 2006 Symphony Learning, LLC. All rights reserved.
Permission is granted to download and print materials from this web site for the sole purposes of viewing, reading, and retaining for your personal reference. Any other copying, distribution, retransmission of, or creation of derivative works based on information or materials on this web site, whether in electronic or other form, without our express prior written permission is strictly prohibited.
All trademarks, service marks, and trade names used on the web site are proprietary to us or our licensors.
SECTION 3. CONFIDENTIALITY
You understand the web site will provide you with access to the proprietary and confidential information of Symphony Learning and certain users of our services. You agree not to use, or to disclose to any third party, any Confidential Information available on this web site. The term “Confidential Information” includes without limitation the identities of students, student lists, student information and records, and any other information acquired from the web site not specifically for release to the general public. Without limiting the foregoing, you will not provide any Confidential Information to any competitor of Symphony Learning.
SECTION 4. INDEMNIFICATION AND RELEASE
By accessing our web site, you agree to indemnify Symphony Learning, our licensors, and officers and employees of Symphony Learning and our licensors, and hold them harmless from any and all claims and expenses, including attorneys’ fees, arising from: (i) your use of our web site and any services or products available through our web site; and (ii) Symphony Learning’s use of any information you post, modify, update or otherwise change on the web site or by using the web site (excluding claims and expenses arising from Symphony Learning’s gross negligence in connection with, or willful misuse of, such information). In addition, you hereby release us, our licensors, our officers and employees, and the officers and employees of our licensors, from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to any services or products available at our web site. You hereby agree to waive all laws that may limit the efficacy of such releases.
SECTION 5. DISCLAIMER
THE MATERIALS AND SERVICES ON OUR WEB SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEB SITE OR THE SERVER(S) THAT MAKES OUR WEB SITE AVAILABLE OR ANY ADVERTISED OR HYPERLINKED SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT OUR SITE, SERVER(S), ADVERTISED OR HYPERLINKED SITES WILL BE ACCESSIBLE AT ALL TIMES. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF OUR WEB SITE OR THE INFORMATION CONTAINED THEREIN WITH RESPECT TO CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
SECTION 6. LINKS TO OTHER WEB SITES AND SERVICES
To the extent that our web site contains links to other web sites and outside services and resources, we do not control the availability and content of those web sites, services or resources, nor do we necessarily review or endorse materials available at or through such other web sites. Viewing other web sites or utilizing outside services and resources is done at your own risk
SECTION 7. OTHER RESTRICTIONS ON CONDUCT
You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your password or account. It is your sole responsibility to control the dissemination and use of passwords; authorize, monitor, and control access to and use of your account and password; and promptly inform us of any need to deactivate an account. You grant us the right to transmit, monitor, retrieve, store and use your information in connection with the operation of our web site. We do not assume any responsibility or liability for any information you submit to the web site or for your or third parties’ use or misuse of information transmitted or received using the web site.
You agree not to disrupt, modify or interfere with the functioning of our web site or any services provided on or through our web site or with any associated software, hardware or servers in any way and you agree not to impede or interfere with others’ use of our web site. You also agree not to alter or tamper with any information or materials on, or associated with, our web site or services provided on or through our web site.
SECTION 8. CHOICE OF LAW AND FORUM
These Terms and Conditions are governed by the substantive laws of the state of Massachusetts, without respect to its conflict of laws principles. Any litigation relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the state and federal courts of Massachusetts.
SECTION 9. SEVERABILITY AND ENFORCEABILITY
If any provision or portion of these Terms and Conditions is held illegal, invalid, or unenforceable, in whole or in part, it shall be modified to the minimum extent necessary to correct any deficiencies and shall not affect the legality, validity or enforceability of any other provisions or portions of these Terms and Conditions.
SECTION 10. DISPUTE RESOLUTION
You agree that the arbitration of any claim or dispute between us shall be administered by FORUM under the Code of Procedure for Resolving Business-to-Business Disputes in effect when the claim is filed. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction. The hearing location shall be Boston, Massacusetts. The arbitration shall be conducted by a single Arbitrator. The Arbitrator shall be selected according to the procedures defined by the applicable arbitration rules. The Chair of the arbitration will be selected by mutual agreement of the Parties, however, if the Parties cannot agree the selection will be made by FORUM. The single Arbitrator will be demonstrably knowledgeable in the subject area of data protection as it applies to educational technology.
The Arbitrator shall apply the substantive law of the American Arbitration Association (AAA). The Arbitration will be conducted under the FORUM Code of Procedure for Resolving Business-to-Business Disputes. The Parties agree to divide evenly the cost of the Arbitration including the cost of the Arbitrator. Any Hearing held will be in-person, by telephone, or by videoconference as determined by agreement of the parties or, in absence of agreement, by the Arbitrator. Discovery will be limited to a timely exchange of documents. The Award shall be a reasoned Award stating the reasoning of the Arbitrator. The Parties will attempt to resolve any dispute or controversy prior to proceeding to arbitration for a period, of 60 days. The Arbitration will be conducted in English.
The Arbitrator are limited to issuing an Award in the amount of five times the original amount of purchase of services. A Party may file an appeal in arbitration of any final arbitration award before a single arbitrator within 30 days of the date the award is issued. The Party filing such an appeal in arbitration is responsible for paying all filing and arbitrator fees associated with the appellate arbitration proceedings.
The Parties agree to keep confidential the proceedings, participants, documents and evidence and Award of, the arbitration, except as necessary to conduct the arbitration or in connection with any court application ,related to the arbitration or as otherwise required by law.
SECTION 11. TERMINATION/EXCLUSION
Failure to abide by any portion of these Terms and Conditions shall automatically terminate these Terms and Conditions and revoke your privilege to visit our web site. We may take appropriate steps to block your access and/or institute any other appropriate measures at our sole discretion.