Membership AGREEMENT
SINGLE-USER
Membership AGREEMENT
IMPORTANT:
READ THIS MEMBERSHIP
AGREEMENT (THE ‘MEMBERSHIP’) CAREFULLY BEFORE PROCEEDING.
USING THE MEMBERSHIP
PRODUCT ACCOMPANIED BY OR INCLUDED WITH THIS MEMBERSHIP
INDICATES YOUR
ACKNOWLEDGEMENT THAT YOU HAVE READ THIS MEMBERSHIP AND AGREE
TO BE LEGALLY
BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE
TERMS AND
CONDITIONS OF THIS MEMBERSHIP, PROMPTLY CONTACT SPALDING
EDUCATIONA
INTERNATIONAL FOR A FULL REFUND.
Grant
of Single-User Membership. YOU ARE THE ONLY PERSON ENTITLED TO USE
THE MEMBERSHIP.
This is a Membership agreement between you (an individual) and
Spalding
Education International whereby Spalding Education
International grants you the
revocable, personal, non-exclusive and nontransferable
Membership and right to
activate this Membership, all content included therewith,
updates (if any), and
all corresponding documentation (collectively referred to as
the ‘Teacher
Resource Center’). ONLY YOU (AND NO ONE ELSE) ARE ENTITLED TO
USE THE TEACHER
RESOURCE CENTER/ONLINE ASSESSMENT MANAGEMENT SYSTEM. The
Teacher Resource
Center/Online Assessments System is protected by copyright and
other state,
federal and international intellectual property laws. Spalding
Education
International reserves all rights not expressly granted in
this Membership, and
Spalding Education
International
continues to own The Teacher Resource Center Content/ ONLINE ASSESSMENT MANAGEMENT SYSTEM, including all
rights, title,
interest, and all copyrights in and to The Teacher Resource
Center Content/Online
Assessments System as well as any copy made by you. You may
not distribute The
Teacher Resource Center Content/ONLINE ASSESSMENTS SYSTEM to
any other
person/class. Unauthorized
distribution
of The Teacher Resource Center Content/ONLINE ASSESSMENTS
SYSTEM, or failure to
comply with this Membership will result in automatic
termination of the Membership
granted hereunder, and will entitle Spalding Education
International to pursue
other legal remedies against you. IMPORTANT, under the terms
of this Membership:
YOU MAY:
(a) Run the Membership on
any computer(s) solely for your classroom/school use.
YOU MAY
NOT: (a) allow any other
person to use the Membership, (b) share the login information
with anyone else;
(c) modify, translate, reverse engineer, decompile, decode,
decrypt,
disassemble, adapt, create a derivative work of, or in any way
derive source
code from or copy the Membership; (d) sell, rent, lease,
membership, or
otherwise transfer or
distribute the Membership/Content
to any other person, class or entity (and any attempt to do
so shall be void); (e)
remove or conceal any proprietary notices, labels, or
trademarks on the Membership;
(f) direct, assist or permit any other person or entity to do
any of the
foregoing; or (g) copy any of the questions or answers for any
reason.
Term. The term of the Membership granted
hereunder shall
commence upon the earlier of your acceptance of this
Membership or using the Membership;
and such Membership will expire on the last day of June from
the date of
purchase. Upon expiration or termination of the Membership
granted hereunder,
you agree to: (i) immediately discontinue all use of the
Membership.
Limited
Warranty, Limitation of
Remedies and Liability.
Spalding Education International
makes every effort to make the Membership available to users
at all times
through the website. Spalding Education International does not
warrant 100%
uptime of the server, though we do strive for that service
level.
Spalding
Education International
makes no other or further warranties regarding the Membership,
either express
or implied, including the quality of the Membership, its
performance,
merchantability, or fitness for a particular purpose. The
Membership is to you
on an ‘As-Is’ basis. The entire risk as to the performance and
QUALITY OF THE MEMBERSHIP
remains solely with you. NO ORAL OR WRITTEN INFORMATION OR
ADVICE GIVEN BY Spalding
Education International OR EMPLOYEES SHALL CREATE (OR EXPAND
UPON) ANY WARRANTY
BEYOND THAT PROVIDED ABOVE WITH RESPECT TO THE MEDIA, AND YOU
MAY NOT RELY UPON
ANY SUCH INFORMATION OR ADVICE.
Spalding
Education International
exclusive and maximum liability for any claim by you or anyone
claiming through
or on behalf of you arising out of your order OR use of (OR
INABILITY TO USE)
the Membership shall not under any circumstance exceed the
actual amount paid
by you to Spalding Education International for the Membership
granted
hereunder. IN NO EVENT SHALL Spalding Education International
(NOR ANYONE ELSE
WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY
OF THE MEMBERSHIP)
BE LIABLE TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH OR
ON BEHALF OF YOU
FOR ANY INDIRECT, INCIDENTAL, COLLATERAL, EXEMPLARY,
CONSEQUENTIAL, OR SPECIAL
DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION, LOSS OF USE,
PROFITS, BUSINESS
INTERRUPTION, GOODWILL, OR SAVINGS, OR ANY LOSS OF DATA,
FILES, INFORMATION OR
PROGRAMS STORED BY YOU) ARISING UNDER THIS MEMBERSHIP
AGREEMENT OR OUT OF YOUR
ORDER OR USE OF (OR INABILITY TO USE) THE MEMBERSHIP EVEN IF
SPALDING EDUCATION
INTERNATIONAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. SOME STATES
DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL
DAMAGES, SO SOME THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
PLEASE
READ CAREFULLY. THE FOLLOWING
LIMITS SOME OF YOUR RIGHTS, INCLUDING THE RIGHT TO BRING A
LAWSUIT IN COURT. By accepting this Membership, both you and
Spalding
Education International agree that all claims or disputes
between us of any
nature whatsoever arising out of or in any way related to the
Membership or
this Membership Agreement will be submitted to binding
arbitration if demanded
by either party. The arbitration will be handled by the
American Arbitration
Association and governed by its rules. This Membership
requiring arbitration
(if demanded) is still fully binding even if a class action is
filed in which
you would be a class representative or member. You and
Spalding Education
International agree that the arbitration of any dispute or
claim between them
will be conducted apart from all other claims or disputes of
other parties and
that there will be no class or consolidated arbitration of any
claims or
disputes covered by this Membership. The parties also agree
that this Membership
does not affect the applicability of any statute of
limitations.
General. This Membership shall be interpreted and
governed by the
laws of the State of Arizona without regard to the conflict of
laws provisions
of such state, and any arbitration or legal action relating to
this Membership
shall be brought in the appropriate forum located in Maricopa
County, Arizona
which venue and jurisdiction you agree to submit to, and the
prevailing party
in any such action shall be entitled to recover reasonable
attorneys’ fees and
expenses as part of any judgment or award. The pursuit by
Spalding Education
International of any remedy to which it is entitled at any
time shall not be
deemed an election of remedies or waiver of the right to
pursue any of the
other remedies to which Spalding Education International may
be entitled. THIS MEMBERSHIP
IS THE ENTIRE AGREEMENT BETWEEN US AND SUPERSEDES ANY OTHER
COMMUNICATION,
ADVERTISEMENT OR UNDERSTANDING WITH RESPECT TO THE MEMBERSHIP.
If any provision
of this Membership is held invalid or unenforceable, the
remainder shall
continue in full force and effect. All provisions of this
Membership relating
to disclaimers of warranties, limitation of liability,
remedies, or damages,
and Spalding Education International ownership of the
Membership and other
proprietary rights shall survive any termination of this
Membership
