TERMS OF USE AND CONFIDENTIALITY AGREEMENT

 

Welcome to the n2y and related companies (collectively, “n2y”) website.  Access to, and use of, the information contained on this website is subject to the terms and conditions listed below (the “Agreement”).  Please read and review carefully these terms and conditions which govern your use of this website.  Your use of this website signifies your binding consent to all such terms and conditions.

 

n2y reserves the right, in its sole and exclusive discretion, to modify this Agreement and to make changes or updates to this website and the products, programs or subscriptions described on this website or in this Agreement at any time.

 

n2y requires acceptance of the terms and conditions of this Agreement prior to use of this website and its accompanying materials and content.  Accordingly, n2y shall track whether you have accepted the most recent version of this Agreement.  At any time that it is indicated that you have not accepted the most recent version of this Agreement, n2y will electronically provide you with a copy of the most current version of this Agreement and you are required to accept same prior to accessing this website and its accompanying materials and content.

 

COPYRIGHT

© All material and content on this website is under the copyright of News-2-You, Inc. (1997-2015), Unique Learning System, LLC (2007-2015) and SymbolStix LLC (2000-2015).  This material can be copied by paid subscribers only for use with their students.  A subscriber is one teacher, parent or therapist that has a paid subscription to the product, materials or content they are copying.  No part of these products, materials or content, including the stories, reports, recipes, jokes, or pictures can be reproduced for sale and sale is strictly prohibited.

 

© SymbolStix pictures are under the copyright of SymbolStix, LLC.  These pictures are uniquely drawn icons that represent words.  These icons are drawn in a simplistic way so students can understand the meaning of words.  There are many characteristics and logos included in the SymbolStix pictures.  These characters and logos are flat representations that can be used for communication and instruction and can be copied for these purposes only.  These characters and logos cannot be used for resale and such resale is strictly prohibited.

 

WARNING: You have subscribed to these materials pursuant to the terms and conditions set forth in this Agreement (as amended from time to time), and all materials and content are protected by applicable copyright law and international treaties.  Unauthorized reproduction, distribution or use of materials or content may result in civil and/or criminal penalties and will be prosecuted to the maximum extent permitted under the law.  You may not: (1) rent, lease or sublicense the online subscription service, materials or content; or (2) decompile, reverse assemble or reverse engineer the online subscription service.

 

DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY

Unless otherwise prohibited by applicable law, you expressly agree that use of this website is solely at your risk.  The online subscription service and accompanying materials and content (including instructions for use) are provided “as is” and without representations or warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement.  No oral or written information or advice given by n2y, and its dealers, distributors, agents or employees shall create a warranty and you may not rely on any such information or advice.

 

Further, n2y does not warrant, guarantee, or make any representations regarding the use, or the results of use, of the online subscriptions service and accompanying materials and content in terms of correctness, accuracy, reliability, currentness, or otherwise.  The entire risk as to the results and performance of the online subscription service and accompanying materials and content is assumed by you.  If the online subscription or accompanying materials and content are defective, n2y or its dealers, distributors, agents or employees sole responsibility shall be replacement of the defective subscription, materials or content and you shall have no further remedy relating to the defect.

 

Neither n2y nor any other individual or entity involved in the creation, production or delivery of the online subscription service or accompanying materials and content shall be liable for any direct, indirect, consequential or incidental damages (specifically including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use or inability to use the online subscription service or accompanying materials and content regardless of whether n2y has been advised of the possibility of such damages.

 

Please note that the information contained in this section supersedes all proposals or prior agreements, oral or written, and any other communications relating to these matters.

 

TERMINATION

n2y reserves the right, in its sole discretion, to terminate your access to all, or any part, of this website at any time without notice.  n2y, in its sole discretion, may also discontinue operating this website and terminate this Agreement at any time and without notice for any reason.

 

NO WAIVER

The failure of n2y to enforce any terms and conditions of this Agreement or to respond to any breach by you or other parties shall not in any way be deemed a waiver of n2y’s right to enforce any terms or conditions of this Agreement.

 

GOVERNING LAW AND VENUE

By using any of n2y’s websites and accompanying materials and content, you agree that the laws of the State of Ohio without regards to principles of conflict of laws, will govern this Agreement and any dispute that may arise between you and n2y.  Further, you expressly agree that exclusive jurisdiction for any dispute resides in the courts of Erie County, Ohio.

 

SEVERABILITY

All provisions of this Agreement are severable and neither this Agreement nor any provision hereof shall be affected by the invalidity, inapplicability or unenforceability of any other provision of this agreement.

 

CONFIDENTIALITY

The n2y website contains information and images confidential and proprietary to n2y.  Accessing, using, copying, distributing, disseminating and changing any information in this system is subject to n2y policies, restrictions and procedures, including, but not limited to, the policies set forth below.

 

The website contains n2y marketing information, product information, advertising, and student data.  All of the information contained in and/or accessed through this website (collectively, “confidential information”) is confidential and proprietary to n2y.

 

You understand that only employees of n2y, authorized n2y subscribers, authorized n2y vendors and such other persons as n2y may designate, in its sole discretion from time to time (“authorized users”) are authorized to access and/or use the confidential information contained on this website.  You also acknowledge and agree that if you have accessed this private website without authorization that you are unlawfully and wrongfully doing so.

 

By proceeding to use this website and its accompanying materials and content, you represent that you have read and understand all terms and conditions contained herein and agree to be bound by them, that you are an authorized user and that you have no personal or proprietary interest in the confidential information.  If you do not agree to such terms, you are prohibited from using and accessing this website or its contents.  You understand that n2y reserves the right to change these terms at any time.

 

You have been given access to the confidential information based upon your representation that you have a need for such access and that you will only use such confidential information for authorized use.  You understand that the confidential information accessible by you is not accessible by, nor should it be disclosed to, any other persons or entities except as specifically authorized by n2y.  You shall not allow any unauthorized person or entity access to this website or the confidential information under your personal username and/or security password.  You understand that any violation of these terms could result in disciplinary, legal or other action against you.  To the extent you violate the preceding clauses, you assume any and all liability for the acts of any unauthorized user to whom you provided access to this website and its accompanying materials and content.  These terms supplement rather than supersede the terms of any confidentiality agreement(s) you may have with n2y and/or your employer.

 

If disclosure of any of the confidential information is requested pursuant to any subpoena or as part of any legal proceeding, deposition or cause of action, you will assert the privilege applicable to confidential business and proprietary information and will refuse to respond (to the fullest extent allowed by law).  You will promptly advise your employer (or the party providing you with access to n2y materials) and n2y in writing of any such request for disclosure.

 

You understand that n2y makes no guarantee regarding the accuracy, completeness or correctness of any of the confidential information contained on this website, and n2y shall not be liable for such confidential information, any interruption of access to such confidential information or any other aspect of the confidential information on this website.  n2y may modify the contents of this website at any time without prior notice and may restrict your access to the confidential information at any time with or without cause.

 

You agree to indemnify and hold harmless n2y from and against all liabilities, injuries, damages, losses, costs (including, but not limited to, court costs and attorneys’ fees), fines, penalties and expenses directly or indirectly resulting from the input of unsolicited confidential information saved in free-form text entry fields by yourself or any other person authorized to enter information on your behalf.

 

n2y agrees to comply with any and all applicable federal, state and local laws with respect to the confidential information contained on this website.

 

USAGE POLICY

You understand that authorized users may use the content and other confidential information contained on this website solely for their personal use.  All uses of the confidential information must be in compliance with all applicable federal, state and local laws.  None of the images or other confidential information contained on this website may be modified without the prior written consent of n2y.

 

NOTE:  Please note that with respect to usage of any Unique Learning System, LLC products, the maximum number of students that may utilize the materials and content under a single license is 15. 

 

NOTE: This website contains information and images confidential and proprietary to n2y.  Accessing, using, copying, distributing, disseminating and/or changing confidential information on this website is subject to your agreement and compliance with this terms of use and confidentiality agreement.  Failure to comply with this terms of use and confidentiality agreement may subject you and/or your company to immediate termination of access rights to this website and/or any other actions n2y may deem appropriate.

 

SECURITY

n2y agrees to employ commercially reasonable security measures that comply, in n2y’s reasonable discretion and interpretation, with all applicable federal and state laws and regulations regarding data security and privacy for provision of the hosted service.  These measures include appropriate administrative, physical, and technical safeguards to secure data from unauthorized access, disclosure, and use.  n2y or its agents will conduct periodic risk assessments and remediate any identified security vulnerabilities in a timely manner.  Except as expressly provided in this agreement, neither n2y nor its successors or assigns shall have any liability for the breach of its security measures or the integrity of the hosting services, unless caused by the willful misconduct of n2y, its employees or subcontractors.  n2y expressly disclaims any warranty that data exchanges are or will be secure.

 

THIRD PARTIES

n2y may not distribute, sell, or otherwise disclose any PII (as defined below) to any third party without prior written consent of customer.

 

CUSTOMER DATA PRIVACY

“Customer Data” in this Agreement includes all Personally Identifiable Information (“PII”) and other non-public information received from customer.  Customer Data includes, but is not limited to, student data, metadata, and student ID numbers.  n2y will only collect Customer Data necessary to fulfill its duties as outlined in this Agreement, and for improving services provided under this Agreement, or generally provided by n2y.  n2y shall refrain from mining Customer Data for any purposes other than those agreed upon by the parties.  Customer Data mining or scanning of user content for the purposes of advertising or marketing to students or their parents is not conducted by n2y. 

 

Customer understands that n2y may rely on one or more subcontractors to perform services under this Agreement.  n2y agrees to share the names of these subcontractors with you upon written request.  All subcontractors and successor entities of n2y will be subject to the terms and conditions of this Agreement.

 

n2y will ensure that all Customer Data in its possession and in the possession of any subcontractors, or agents to which n2y may have transferred Customer Data, is destroyed or stripped of all PII or transferred to the customer under the direction of the customer when the Customer Data is no longer needed for its specified purpose, or at the customer’s request. n2y may use de-identified Customer Data for product development, research, or other purposes.  De-identified Customer Data will have all direct and indirect personal identifiers removed.  This includes, but is not limited to, name, ID numbers, dates of birth, demographic information, location information, and school ID. Furthermore, n2y agrees to not attempt to re-identify de-identified Customer Data .

 

CUSTOMER DATA ACCESS

Any Customer Data held by n2y will be made available upon an applicable customer’s written request.  All requests must be made by the administrative contact listed for the customer account.  Customer Data requests may take up to seven (7) days to complete and will be delivered electronically in a CSV file format.

 

OWNERSHIP OF CUSTOMER DATA

All Customer Data will remain customer’s property, and upon the termination of this Agreement for any reason, all Customer Data will be returned to customer upon customer’s written request, as set forth above.  The customer must personally request this Customer Data within 90 days of termination, after which date Customer Data shall be stripped of all PII and be unrecoverable.  n2y shall own all other intellectual property rights, including copyright, trademark, patent and trade secret rights to this website and its accompanying materials and content, and this Agreement shall not be construed as transfer of any right, title or interest in this website and its accompanying materials and content.