Any other written (including any click-through) agreements between you and ReadWorks shall remain in full force and effect.
You agree that the Website, including all software, trademarks, service marks and content, including text, graphics, logos, icons, photos, products, materials, audio clips, downloads and data compilations, and all intellectual property and proprietary rights in the foregoing, are the valuable property of ReadWorks and/or its licensors. The Website is protected by U.S. and international copyright laws.
ReadWorks shall have sole and complete control over, and reserves the right at any time to make changes to the Website, including the configuration, appearance, content and functionality of the Website.
ReadWorks shall have no duty or obligation to verify, correct, complete or update the Website.
ReadWorks may in its sole discretion suspend or terminate your use of the Website or Curricula including not posting material uploaded by you.
You agree that you will not without ReadWorks’s prior written permission:
(a) sell, lease, transfer, recirculate, publish, transmit, perform, display, create derivative works of, make available or otherwise provide access to or exploit the Website or Curricula including any portion or service thereof, to any person, whether through oral, written, or electronic means, whether as a demonstration, for commercial purposes or otherwise;
(b) copy or otherwise reproduce in any medium any portion of the Website or Curricula other than your account information and any other information or data that you own and provide to the Website;
(c) access, alter, decompile or reverse engineer any software or other component of the Website; or
(d) upload, post, e-mail, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.
By posting, uploading, inputting, providing or submitting ("Posting") any information, graphical material comments, ratings and/or survey responses on the Website ("Submission"), you are granting ReadWorks permission to use your Submission in connection with the operation of the Website and ReadWorks's future websites, including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; to publish your name in connection with your Submission; and the right to sub-license such rights to any user of the Website. No compensation will be paid with respect to the use or license of your Submission, as provided herein. ReadWorks is under no obligation to post or use any Submission you may provide and ReadWorks may remove any Submission at any time in its sole discretion. You Post content on the Website at your own risk. ReadWorks cannot and does not guarantee that your submissions will not be viewed by unauthorized persons.
You are solely responsible for any Submission that you Post. You may not Post any Submission that you did not create or that you do not have permission to post. You understand and agree that ReadWorks may, but is not obligated to, review the Website and may delete, remove (without notice) or refuse to post any Submission in its sole discretion, for any reason or no reason, including Submissions that in ReadWorks’s sole judgment might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any Submissions you post or store on the Website or provide to ReadWorks.
You represent and warrant that any Submission or other content and information that you submit to ReadWorks or the Website:
(a) is owned or controlled by you and provided without violation of any third party’s rights;
(c) is truthful and accurate;
(d) does not infringe any patent, trademark, trade secret, copyright or other intellectual property right of any party; and
(e) does not contain any content that is infringing, harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, lewd, fraudulent, or invasive of privacy or publicity rights or that may expose ReadWorks or any users of the Website or Curricula to any harm or liability of any type.
ReadWorks hereby grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to access and use the Curricula for the sole purpose of performing the duties within the scope of your employment as an educator for your current employer. The Curricula is confidential and proprietary information which shall not in any way be disclosed to any third party, except for the sole purpose of performing the duties within the scope of your employment as an educator for your current employer. You agree that you will not use the Curricula for any commercial endeavor. You may not modify, copy, distribute transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell the Curricula or any information, products or services obtained from the Curricula without ReadWorks’s prior written consent.
The Curricula is covered by various intellectual property rights, including copyright and copyright in all derivative works (17 U.S.C. §101 et seq.) and trademark rights (15 U.S.C. §1051 et seq.). You acknowledge that ReadWorks is the sole owner of all such intellectual property rights in the Curricula and all derivative works resulting therefrom.
You agree that you may access the Website through the World Wide Web or other Internet provider which is not necessarily secure, and that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties. ReadWorks does not warrant that any such system or communication is secure.
When using the Website, ReadWorks may rely upon your unique user ID and password in identifying you as an authorized user of the Website and, accordingly, you shall at all times maintain the secrecy and integrity of your user ID and password, if any, and shall not disseminate or otherwise disclose your user ID or password to third parties. You agree to be responsible for and bound by all communications (and consequences thereof) placed on, executed through or facilitated by the Website using your user ID and password or otherwise initiated by you. ReadWorks shall not be liable for any unauthorized use of your user ID or password.
You agree that if you suspect, or become aware of a technical failure or any improper access to or use of the Website or your user ID by another person, you shall promptly notify ReadWorks of such occurrence, and shall, as promptly as practicable, take immediate actions to terminate such person’s access to and use of the Website. ReadWorks reserves the right to limit or terminate your access to and use of the Website (or any part of the Website) immediately and without prior notice.
ALTHOUGH READWORKS IS SERIOUS ABOUT PROVIDING YOU WITH A PRODUCTIVE EXPERIENCE USING THE WEBSITE, READWORKS MAKES NO GUARANTEES THAT YOUR SUBMISSION WILL BE INCLUDED AS PART OF THE WEBSITE.
THE WEBSITE, INCLUDING ALL CONTENT AND SERVICES AND THE CURRICULA, ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. READWORKS MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. READWORKS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE IS FREE FROM VIRUSES OR OTHER HARMFUL OR MALICIOUS COMPONENTS.
READWORKS MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE, INCLUDING ANY CONTENT OR SERVICE OR THE CURRICULA IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. IF YOU ARE ACCESSING THE WEBSITE FROM OUTSIDE THE UNITED STATES, YOU, NOT READWORKS, ARE RESPONSIBLE FOR COMPLIANCE WITH ALL UNITED STATES AND FOREIGN LAWS THAT ARE APPLICABLE, AND YOU AGREE TO INDEMNIFY READWORKS FOR ANY AND ALL LIABILITY ARISING OUT OF ANY BREACH OF SUCH LAWS.
READWORKS IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CONTENT POSTED ON THE WEBSITE ALTHOUGH READWORKS PROVIDES RULES FOR POSTINGS, READWORKS DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR WHAT USERS POST ON THE WEBSITE AND IS NOT RESPONSIBLE FOR ANY OFFENSIVE, INAPPROPRIATE, OBSCENE, UNLAWFUL OR OTHERWISE OBJECTIONABLE CONTENT YOU MAY ENCOUNTER ON THE WEBSITE OR IN THE CURRICULA. THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE WEBSITE.
Third Party Websites and Third Party Links
You agree to indemnify, hold harmless, and defend at your own cost ReadWorks and its officers, partners, affiliates, employees, agents, successors, and assigns (the "Indemnified Parties") from and against any cost, liability, judgment, settlement, claim, loss or damage (including attorneys’ fees and other expenses) (collectively “Losses”) arising out of or in connection with your use of or access to the Website or Curricula (including any Loss suffered as a result of or in connection with your reliance on the Website or Curricula, a breach by you of applicable law, any breach of your obligations contained herein, any unauthorized use of the Website, breach of any of your representations or warranties, or any Submission Posted to the Website), except to the extent the same is found by a court of competent jurisdiction from which no appeal can be or is taken to have resulted directly from the willful misconduct or gross negligence of ReadWorks.
No settlement of any claim (other than a settlement involving only the payment of money which is paid in full by you and in which ReadWorks is completely released from liability) or consent to entry of any judgment shall be entered into without the consent in writing of ReadWorks.
READWORKS SHALL HAVE NO LIABILITY, DIRECT OR INDIRECT, CONTINGENT OR OTHERWISE, TO YOU OR TO THIRD PARTIES WITH RESPECT TO THE WEBSITE - ANY PORTION THEREOF - OR ANY THIRD PARTY WEBSITE THAT LINKS TO OR FROM THIS WEBSITE UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, INCLUDING WITHOUT LIMITATION, LIABILITY FOR (I) THE ACCURACY, RELIABILITY, PERFORMANCE, COMPLETENESS, TIMELINESS, CONTINUED AVAILABILITY OF THE WEBSITE; (II) ANY VIRUS OR OTHER HARMFUL OR MALICIOUS CODE TO CONTENT; (III) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.
IN NO EVENT SHALL READWORKS BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING IN ANY MANNER TO YOUR USE OF, OR INABILITY TO USE, OR RELIANCE ON, THE WEBSITE, OR ANY THIRD
PARTY WEBSITE THAT LINKS TO OR FROM THIS WEBSITE EVEN IF READWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN. READWORKS SHALL HAVE NO RESPONSIBILITY TO INFORM YOU OF, OR TO TAKE ANY ACTION IN CONNECTION WITH, ANY ERRORS OR DIFFICULTIES EXPERIENCED BY READWORKS OR OTHER THIRD PARTIES WITH RESPECT TO USE OF THE WEBSITE.
ReadWorks respects the intellectual property rights of others and therefore prohibits users from uploading, posting or otherwise transmitting on the Website any materials that violate another party's intellectual property rights. If you believe that your work has been copied in any way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated by virtue of the Website please promptly notify us at [email protected]. When ReadWorks receives proper notification of alleged copyright infringement ReadWorks will promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described in accordance with the Digital Millennium Copyright Act. ReadWorks retains the right in its sole discretion to limit access to the Website and/or terminate use of the Website by any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.