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Terms of Use

Cingletree General Terms of Use

Effective Date: July 13, 2019
Last Updated: July 13, 2019

Welcome to English Grammar 101, an application provided by Cingletree Learning ("Cingletree"). Please continue reading to learn about the terms by which you may use our website (www.englishgrammar101.com) and services (collectively, the "Services"). If you have questions about this Agreement (as hereinafter defined), please contact us at support@cingletree.com.

These General Terms of Use apply to all: (i) website visitors, (ii) individuals, (iii) teachers, (iv) schools, school districts, and related entities and organizations that sign up to use the Services, including but not limited to administrators who access the Services on their behalf (each a "Subscriber"); (ii) non-Subscriber visitors, users, and others, including students, teachers, and their parents, who use the Services (collectively with the Subscribers, the "Users" or "you"). If you're a Subscriber, our Additional Terms of Use for Subscribers apply to you too. These General Terms of Use, and the Additional Terms of Use for Subscribers (as applicable to Subscribers) are collectively referred to herein as the "Agreement".

By accessing or using the Services, checking the box marked ["I Agree"], or by otherwise affirmatively stating your desire to use the Services, you signify that you have read, understood, and agree to be bound by this Agreement and to the collection and use of your information as set forth in the Cingletree Privacy Policy. If you do not agree with each and every provision of the Agreement or the Privacy Policy, you may not use the Services. Because our Services change relatively often, the terms in this Agreement and our Privacy Policy may change too. If you are a Subscriber using the Services, we will notify you via email in advance of any material changes to the terms. Upon making changes, we will update the "Effective Date" found at the top of this page. Your continued use of the Services after any changes constitutes your acceptance of the new terms.

SECTION 1. WHAT ARE CINGLETREE'S SERVICES AND WHO CAN USE THEM?

What do we do? We provide Subscribers access to our online learning application titled English Grammar 101 (our "Application") https:///www.englishgrammar101.com.

You're allowed to use the Services only if you can form a binding contract with Cingletree Learning (including age restrictions in your applicable jurisdiction), and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. If you've been removed from the Services previously, you're not allowed to use them again.

In using the Services, you represent and warrant that you (a) have not previously been suspended or removed from the Services; and (b) that you have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party.

Subject to the terms and conditions of this Agreement, Cingletree grants you permission to access and use the Services. We reserve all rights not expressly granted to you in the Services and the Cingletree Content (as defined below). We may terminate this license at any time for any or no reason.

i) DETAILS ABOUT THE CINGLETREE SERVICES

Your English Grammar 101 account gives you access to our Services. Once you sign up, you are responsible for your account and any data associated with it.

Your English Grammar 101 account gives you access to the Services and functionality we make available from time to time and at our discretion. Do not sign up on behalf of a School or organization if you do not have the requisite authority to do so. If you open an English Grammar 101 account on behalf of a School or organization, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement and that you agree to this Agreement on the entity's behalf.

Remember: you are responsible for any activity that occurs on your account, you may never use someone else's account without permission. Please let us know immediately if you think your account's security has been compromised so we can help; we are not liable for any losses of any kind caused by any unauthorized use of your account.

Cingletree reserves the right to refuse Services, terminate accounts, terminate your rights to use Services, remove or edit content, or cancel orders in its sole discretion.

ii) WHAT CONTROL DO I HAVE OVER MY USE OF THE SERVICES?

You may control how you interact with the Services by changing the settings in the administration area of the Application. By providing your email address to us you consent to our using the email address to send you Services-related notices, including any required legal notices and other messages, such as additions or changes to the Services. You may not unsubscribe from Service-related messaging; provided, however, that Cingletree assures you these messages will only relate to the Services and will never contain any marketing, solicitation of other advertising content.

iii) RESTRICTED USES

You are expressly prohibited from doing anything to harm our product or trying to hack our Services or Application. Specifically, by using the Services, you agree not to do any of these things: (i) copy, distribute, or disclose any part of the Services in any medium, including but not limited to by any automated or non-automated "scraping"; (ii) use any automated system, including but not limited to "robots," "spiders," "offline readers," etc., to access the Services in a manner that sends more request messages to the Cingletree servers than a human can reasonably produce in the same period of time by using a conventional online web browser; (iii) transmit spam, chain letters, or other unsolicited email; (iv) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) take any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure; (vi) transmit any malicious software agents through the Services; (vii) collect or harvest any third-party personally identifiable information, including account names or Student Data (as defined below), from the Services; (viii) use the Services for any commercial solicitation purposes; (ix) impersonate another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfere with the proper working of the Services; (xi) access any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypass the measures we use to prevent or restrict access to the Services, including but not limited to features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or related content.

We continually update our Services to offer the best possible product. While we plan to continue to offer and improve our Services, we may, without prior notice, change, cancel, create usage limits for, or permanently or temporarily stop offering or allowing you access to the Services generally ("Service Changes"). While we'll try to give you advance notice of Service Changes that will adversely affect you, this might not be practical or possible and we retain the right to make Service Changes without notice and liability for any reason. If this Agreement ends you continue to be bound by it in any interactions you may have with the Services.

We assume no responsibility or liability for any error, omission, interruption, deletion, defect, delay in operation or transmission, technical malfunction, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Services due to Service Changes or otherwise.

You are fully responsible for your interactions with other Users, and we have no liability for your interactions with any other Users, or for any User's actions or inactions with respect to you.

SECTION 2. RIGHTS IN OUR CONTENT

"Student Data" is any information (in any format) that is directly related to any identifiable current or former student that is maintained by a Subscriber, and may include "educational records" as defined by the Family Educational Rights and Privacy Act ("FERPA") that Subscriber provide to us. While we may need to access Student Data to provide the Services to you, Subscribers own the Student Data and remain responsible for it. Our Additional Terms of Use for Subscribers, and Privacy Policy provide more detail around how we handle Student Data.

"Intellectual Property Rights" means all worldwide patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all related applications and registrations, renewals and extensions.

Except for Student Data, the Services and all materials made available to you in connection with them, including, but not limited to, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and any content belonging to other Users (the "Cingletree Content"), and all related Intellectual Property Rights, are the exclusive property of Cingletree. Except as specified in this Agreement, nothing may be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Cingletree Content. To be clear: any use of the Cingletree Content for a purpose not expressly permitted by this Agreement is strictly prohibited.

If you send us ideas or comments about our Services, you agree that we may freely use or reference those ideas and comments and we do not owe you any payment or have any other obligation of any kind for such ideas or comments.

All other trademarks not owned by Cingletree that appear in any Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Cingletree.

SECTION 3. GENERAL LEGAL TERMS

i) CINGLETREE DATA

Certain parts of the Services may allow you to obtain or access data or information associated with your account ("Cingletree Data"). The data elements we collect and use to create Cingletree Data allows us to offer you our Services through the English Grammar 101 platform.

Cingletree Data is licensed to you for your use on a limited basis, and is governed solely by the terms of this Agreement and available for distribution only at our sole discretion. Cingletree owns the account you use to access our Services along with any rights of access or rights to data stored by or on behalf of Cingletree on Cingletree servers (except with respect to any Student Data that we may be storing for you), including but not limited to any data representing any or all of your Cingletree Data. Cingletree has the right to manage, control and even eliminate Cingletree Data, except that Cingletree may only use Student Data as specifically permitted by this Agreement and our Privacy Policy.

This next sentence is important: You understand and agree that any data, account history and account content residing on Cingletree's servers may be deleted at any time for any reason in Cingletree's sole discretion, with or without notice and with no liability of any kind. We do not provide or guarantee, and expressly disclaim, any value, cash or otherwise, attributed to any data residing on Cingletree's servers. If you are a Subscriber, you should be absolutely sure to keep secure copies of Student Data in your student information system ("SIS") or in other secure storage. You should not rely on us to provide copies of your Student Data.

ii) PRIVACY AND SECURITY

We take very seriously the privacy of our Subscribers, including schools, teachers, parents, and students. By using the Services you consent to the collection, use and disclosure of your information (including but not limited to Student Data) as set forth in our Privacy Policy and, if you're a Subscriber, in the Additional Terms of Use for Subscribers, and to have your information (including but not limited to Student Data) collected, used, transferred to and processed in the United States pursuant to our Privacy Policy.

iii) THIRD-PARTY SERVICES

Our website may depend upon third party services, or other materials or information that are not owned or controlled by us. Keep in mind that we do not assume any responsibility for any third-party sites, information, materials, products, or services. If you access a third-party's website or Services, you understand that you do so at your own risk, and you understand that this Agreement, the Additional Terms of Use for Subscribers, and our Privacy Policy do not apply to your use of those sites or services-those sites and services have their own applicable terms and policies. Additionally, your dealings with third-party sites or services, including payment, use of your Student Data, and any other terms (such as warranties or privacy policies) are only between you and the third-party site or service. We are not responsible for any loss or damage of any sort relating to your dealings with a third-party site or service. You should carefully review and be familiar with their privacy statements and other terms of use.

iv) INDEMNITY

You agree to defend, indemnify and hold harmless Cingletree and its subsidiaries, agents, licensors, managers, members, and other affiliated companies, and their employees, contractors, agents, and officers, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including but not limited to your breach of any of the representations and warranties; (iii) your violation of any third-party right, including but not limited to any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation, including but not limited to FERPA, the Protection of Pupil Rights Amendment ("PPRA"), and the Children's Online Privacy and Protection Act ("COPPA"); (v) any content or information that is submitted via your account; or (vi) any other party's access and use of the Services with your unique username, password or other appropriate security code.

v) WARRANTY DISCLAIMER

The Services are provided on an "as is" and "as available" basis. Use of the Services is at your own risk. To the maximum extent permitted by applicable law, the Services is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, Cingletree, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Services will meet your requirements; that the Services will be available at any particular time or location, uninterrupted; that any defects or errors will be corrected; or that the Services is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from such download or your use of the Services.

We do not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a third party through the services or any hyperlinked website or services (including without limitation applications), and we will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Federal law, some states, provinces and other jurisdictions do not allow exclusions and limitations of certain implied warranties, so some of the above limitations may not apply to you.

vi) LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event shall Cingletree, its affiliates, agents, managers, members, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, the Services. Under no circumstances will Cingletree be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the services or your account or the information contained therein.

To the maximum extent permitted by applicable law, Cingletree assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Services; (v) any malicious software agents that may be transmitted to or through our Services by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the services; and/or (vii) content you create or the defamatory, offensive, or illegal conduct of any third party. In no event shall Cingletree, its affiliates, agents, managers, members, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Cingletree hereunder or $100.00, whichever is greater.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Cingletree has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

The Services are controlled and operated from US-based facilities, and we make no representations that they're appropriate or available for use in other locations. If you access or use the Services from other jurisdictions, you understand that you're entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

vii) GOVERNING LAW

You agree that: (i) the Services will be deemed solely based in California; and (ii) the Services will be deemed passive services that do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement will be governed by the laws of the State of California, without respect to its conflict of laws principles. The Application of the United Nations Convention on Contracts for the International Sale of Goods does not apply. You agree to submit to the personal jurisdiction of the federal and state courts located in Orange County, California for any actions related to this Agreement.

viii) SEVERABILITY AND WAIVER

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us in accordance with the terms of our Privacy Policy. This Agreement, together with any amendments and any additional agreements you may enter into with Cingletree in connection with the Services including other agreements referenced herein, constitute the entire agreement between you and Cingletree concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and Cingletree's failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. If access to the Services is licensed to the United States government or any agency thereof, then the Services will be deemed to be "commercial computer software" and "commercial computer software documentation," pursuant to DFARS Section 227.7202 and FAR Section 12.212, respectively, as applicable. Any use, reproduction, release, performance, display, or disclosure of the Services and any accompanying documentation by the U.S. Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. Neither party will hold themselves out to be joint venturers, and neither party is authorized or empowered to act as the agent of the other.

ix) HOW TO CONTACT US

Cingletree Learning, LLC
Attn.: Terry VanHorne
28202 Cabot Road, Suite 300
Laguna Niguel, CA 92677
tvanhorne@cingletree.com

x) COPYRIGHT INFRINGEMENT/DMCA

We respect the Intellectual Property rights of others and requests that users of the Services do the same. If You believe that your work is being used in connection with the Services in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing: (a) the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf; (b) identification of the copyrighted work that you claim has been infringed; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit [Client Name] to locate the material (for example, by providing a URL to the material); (d) your name, address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in your notification is accurate and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Our designated agent to receive notification of claimed infringement can be reached at:

Cingletree Learning, LLC
Attn.: Terry VanHorne
28202 Cabot Road, Suite 300
Laguna Niguel, CA 92677

With a copy to:

Scherer Smith & Kenny LLP
Attn: Brandon D. Smith
140 Geary Street, 7th Floor
San Francisco, CA 94108
bds@sfcounsel.com

It is our policy to terminate in appropriate circumstances any account or user for repeated infringement of intellectual property rights, including copyrights, and we also reserve the right to terminate an account or user for even one instance of infringement.