The terms “Cadence Learning”, “us”, “our” or “we” refers to Cadence Learning, the owner of this Site. The term “you” refers to you, as a user of our Site.
1. The Site
1.1 Eligibility. If you are a student of any age, you must get permission from your school, parent or teacher to use the Site. In connection with our efforts to comply with the EU’s General Data Protection Regulation (“GDPR”) (and other jurisdictions’ privacy laws and regulations, as applicable) we do not direct the Site to children under 16. If you are below the legal age of the majority in the jurisdiction in which you reside, you agree to have your parent or guardian review and accept these terms on your behalf. If you are a parent or guardian agreeing to these Terms for the benefit of a child, then you agree to and accept full responsibility for that child’s use of the Site, including all financial charges and legal liability that they may incur.
1.2 Permission to Use the Site. We grant you permission to use the Site subject to the restrictions in these Terms. Your use of the Site is at your own risk.
1.3 Site Availability. The Site may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
2. General Terms
2.2 Responsibility for Your User Information. You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Site. You are responsible for maintaining the confidentiality of your account password. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason. We ask that you provide complete and accurate information. You may not impersonate someone else (e.g., adopt the identity of a celebrity or a friend), subscribe to emails for anyone other than yourself or provide an email address other than your own.
2.3 Your Information Is Accurate. You represent and warrant to us that any information you provide to Cadence Learning, including any contact information, is accurate and that you will keep it accurate and up to date. If you do not wish to input certain information due to personal concerns, then please omit this information when you use the Site or subscribe to our newsletters.
2.4 Communications from Cadence Learning. By providing your information and/or subscribing to our newsletters, you agree to receive communications we send in connection with the Site. For example, you may receive occasional updates about special promotions and events. Such communications may be sent by email, live chat, text message or other means. You can unsubscribe from receiving communications from Cadence Learning by clicking “unsubscribe” at bottom of any Cadence Learning newsletter, or by emailing email@example.com. We reserve the right to communicate with you about any important administrative issues relating to the Site or your subscription (including technical, security-related, privacy and functional issues).
2.5 Mobile Phone Use. You are responsible for all fees charged by third parties to access and use the Site (e.g., charges by telephone service providers (“Carrier”), etc.). Without limiting the foregoing, you are solely responsible for the payment of all applicable fees associated with any Carrier service plan you use in connection with your use of the Site (such as data, SMS, MMS, roaming, and other applicable fees charged by the Carrier).
2.6 Payment Terms.
(b) You agree to pay for any subscription that you order. The payment method you use to purchase the subscription (your “Payment Method”) will be charged for the price listed for any such subscription, along with any additional amounts relating to applicable taxes, bank fees and currency fluctuations.
(c) Your subscription will automatically renew on a monthly basis unless (1) you cancel your subscription in accordance with our cancellation policy (as described in Section 2.7 below) or (2) we elect not to renew your subscription in our sole discretion. By purchasing a subscription and providing your Billing Information, you authorize us and/or our payment processor to automatically charge our then-current subscription fees to your Payment Method at the beginning of the initial month and each subsequent month. Your Payment Method will continue to be automatically charged our subscription fees at the beginning of every month until you cancel your subscription in accordance with our cancellation policy.
(d) If your Payment Method reaches its expiration date, you do not edit your Payment Method information and you have an ongoing subscription, you authorize us to continue billing that Payment Method on file, including extending the expiration date, until we are notified by you or the Payment Method provider that the Payment Method is no longer valid.
(e) If your Payment Method on file becomes invalid due to an expired credit card or other reason and we are unable to charge you on the next billing period, we reserve the right to immediately cancel the subscription that you have ordered until you update your Payment Method.
2.7 Cancellation Policy. You may cancel your subscription at any time through your user account. We do not offer any refunds or credits if you cancel your subscription after an automatic charge to your payment method is made, unless otherwise determined by Cadence Learning in our sole discretion. In such case, your subscription and access to our products and/or services will terminate at the end of the last month that you have paid for.
3.1 General. “Content” means text, images, photos, audio, video, location data, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Site. “Cadence Learning Content” means Content that we create and make available in connection with the Site. “Site Content” means all of the Content that is made available in connection with the Site, including Your Content and Cadence Learning Content.
3.2 Your Content. You retain all of your ownership rights in Your Content. However, by submitting Your Content to Cadence Learning, you hereby grant Cadence Learning a worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, distribute, modify, translate, broadcast, download, display, copy and perform Your Content in connection with Cadence Learning’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in all media now known or hereafter devised, including in advertising and promotion. You irrevocably waive, and cause to be waived, against Cadence Learning any claims and assertions of moral rights or attribution with respect to Your Content.
3.3 Cadence Learning Content. We own the Cadence Learning Content, including but not limited to all Cadence Learning instructional materials, videos, courses, presentations, lesson plans, visual interfaces, interactive features, graphics, design, computer code, products, software, and all other elements and components of the Site excluding Your Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world associated with the Cadence Learning Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, alter, scrape, copy, duplicate, reproduce, distribute, publish, create derivative works or adaptations of, publicly display or in any way exploit any of the Cadence Learning Content in whole or in part except as expressly authorized by us.
3.4 Trademarks. “Cadence Learning” and all other names, phrases, logos, and icons identifying Cadence Learning and its programs, products, and services, whether or not appearing in large print or with an accompanying symbol, are proprietary trademarks of Cadence Learning and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. Other product and company names mentioned on the Site may be the trademarks and/or service marks of their respective owners. Any use of such marks without the express written permission of Cadence Learning is strictly prohibited, and nothing stated or implied on the Site confers on you any license or right under any trademark of Cadence Learning or any third party.
4.1 Prohibited Activities. You agree not to, and will not assist, encourage, or enable others to:
(b) Reverse engineer any portion of the Site;
(c) Attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
(d) Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
(e) Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content; or
(f) Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.
4.2 Termination of Use; Discontinuation and Modification of the Service. We may suspend or terminate your access to the Site at any time, with or without notice, if you violate any of these Terms, as determined in our sole discretion. We also reserve the right to modify or discontinue the Site at any time (including, without limitation, by limiting or discontinuing certain features of the Site) without notice to you. We will have no liability whatsoever on account of any change to the Site or any suspension or termination of your access to or use of the Site. Upon termination of your access to or use of the Site, you will lose all accumulated points and future rewards.
By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, and (iii) we may have something similar to the Feedback already under consideration or in development or may adopt a solution or action sometime in the future that is similar to your Feedback. For clarity, to the extent Feedback is protectable under U.S. law, Feedback is Your Content.
6. Third Parties
6.1 Linked Sites. The Site may include links or access to other web sites or services (“Linked Sites”) solely as a convenience to users. Cadence Learning does not endorse any such Linked Sites or the information, material, products, or services contained on other linked sites or accessible through other Linked Sites. Furthermore, Cadence Learning makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
7. Warranty Disclaimer
7.1 NO WARRANTY. THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. CADENCE LEARNING MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, CADENCE LEARNING IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES.
7.2 Third Parties. CADENCE LEARNING IS NOT AN AGENT OF ANY THIRD-PARTY PROVIDER. CADENCE LEARNING MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, INCLUDING OUR INFORMATION SHARING PARTNERS OR ANY BUSINESSES OR ADVERTISER LISTED ON THE SITE. ACCORDINGLY, CADENCE LEARNING IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE ACTIONS OR OMISSIONS OF SUCH THIRD PARTIES, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION.
7.3 Disclaimer of Warranties. CADENCE LEARNING EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF CADENCE LEARNING SHALL CREATE A REPRESENTATION OR WARRANTY. WITHOUT LIMITING THE FOREGOING, CADENCE LEARNING DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) REGARDING THE USE OF THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
7.4 Remedy. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.
7.5 Disclaimer. CADENCE LEARNING DISCLAIMS LIABILITY FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (II) LOSS OF PROFITS, (III) BUSINESS INTERRUPTION, (IV) REPUTATIONAL HARM, OR (V) LOSS OF INFORMATION OR DATA.
8. Limitation of Liability
8.1 No Liability. Neither Cadence Learning nor any of its officers, directors, employees, partners, agents, affiliates or licensors shall be liable to you or any other person for any damages whatsoever, including any direct, indirect, incidental, special or consequential damages arising out of or relating to your use of our Site or Content. If applicable law does not permit exclusion of all damages, then your direct damages arising out of or relating to your use of our Site or Content shall be limited to $100.
8.2 Enforceability. If any of the foregoing limits are not enforceable under applicable law, then they shall be construed to provide such limits to the fullest extent permitted by applicable law.
You agree to indemnify us and our officers, directors, employees, partners, agents, affiliates and licensors from all liabilities, claims, and expenses, including attorneys’ fees (“Claims”), that arise from your breach of these Terms or your use or misuse of our Site or Cadence Learning Content. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification, in which event you will cooperate with us in asserting any available defenses.
10.1 Governing Law. You agree that these Terms or any claim, dispute or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law and equitable claims) between you and Cadence Learning arising from or relating to these Terms, their interpretation or breach, termination or validity, the relationships which result from these Terms, the Site, Cadence Learning advertising or any related transaction shall, to the maximum extent permitted by applicable law, be governed by the laws of the District of Columbia, without regard to its conflicts of laws rules. Subject to Section 10.2, the state and federal courts in Washington D.C. shall have exclusive jurisdiction over any Claim (as defined below).
10.2 Binding Arbitration – Class Action Waiver. Any claim, dispute or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims) between you and Cadence Learning, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, “Cadence Learning”) arising from or relating to these Terms, their interpretation or breach, termination or validity, the relationships which result from these Terms (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to these Terms), the Site, Cadence Learning’s advertising or any related transaction (a “Claim”) shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association, in accordance with the Consumer Arbitration rules then in effect, or any other established alternative dispute resolution provider mutually agreed upon by you and Cadence Learning. The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitration will be limited solely to the dispute between you and Cadence Learning. Neither you nor Cadence Learning shall be entitled to join or consolidate Claims by or against other users or arbitrate any Claim as a representative or class action or in a private Attorney General capacity. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator shall be final and binding on you and Cadence Learning and may be entered as a judgment in any court of competent jurisdiction. You and Cadence Learning shall pay your and its own costs and attorneys’ fees. However, if you or Cadence Learning prevails on a statutory Claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. Arbitration shall take place in Washington D.C.
10.3 Limitations of Actions. Any Claim must be brought within one (1) year after such claim or cause of action arose, regardless of any statute or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such Claim shall be forever barred.
11.1 Modification of Terms. These terms may be modified by Cadence Learning from time to time in its sole discretion.
11.2 Continuity of Site. We reserve the right to modify, update, or discontinue the Site at our sole discretion, at any time, for any or no reason, and without notice or liability.
11.3 Entire Agreement. The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
11.4 Waiver. Any failure on Cadence Learning’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
11.5 Severability of Terms. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
11.6 Assignment. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Cadence Learning’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
11.7 Headings. The section titles in the Terms are for convenience only and have no legal or contractual effect.
11.8 Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please contact us using the information we’ve provided below. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445–1254 or (800) 952–5210.
11.9 Notices. Except as explicitly stated otherwise, legal notices will be served, with respect to Cadence Learning, and, with respect to you, to the email address you provide to Cadence Learning during the signup process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three days after the date of mailing. Notices to Cadence Learning concerning these Terms should be sent to:
517 Boston Post Road, Suite 171
Sudbury, Massachusetts 01176