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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