GENERAL TERMS AND CONDITIONS OF SALE

1.      Acceptance. SELLER’S ACCEPTANCE OF BUYER’S PURCHASE ORDER (“Purchase Order”) IS EXPRESSLY MADE CONDITIONAL ON BUYER’S ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS OF SALE (“Terms”, and together with the Purchase Order, the “Order”), WHICH ARE IN LIEU OF ANY ADDITIONAL OR DIFFERENT TERMS CONTAINED IN BUYER’S PURCHASE ORDER OR OTHER DOCUMENT OR COMMUNICATION PERTAINING TO BUYER’S ORDER OR THE GOODS. BUYER’S ASSENT TO THE TERMS AND CONDITIONS CONTAINED IN THIS DOCUMENT SHALL BE CONCLUSIVELY PRESUMED FROM BUYER’S ACCEPTANCE OF ALL OR ANY PART OF THE GOODS OR FROM PAYMENT BY BUYER FOR ALL OR ANY PART OF THE GOODS. NONE OF THESE TERMS AND CONDITIONS MAY BE ADDED TO, MODIFIED, SUPERSEDED OR OTHERWISE ALTERED, EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED EXECUTIVE OF SELLER. FAILURE OF SELLER TO OBJECT TO ANY TERMS OR CONDITIONS THAT MAY BE CONTAINED IN ANY DOCUMENT OR FORM OF BUYER SHALL NOT BE CONSTRUED AS A WAIVER OF THESE CONDITIONS, NOR AS AN ACCEPTANCE OF ANY SUCH TERMS AND CONDITIONS.

2.      Payment Terms. Payment terms are net thirty (30) days from the date of this invoice. Any payments not made within thirty (30) days of the date of this invoice shall be subject to a late payment charge of 1.5% per month (compounded) or the highest rate permissible under applicable law, on the unpaid balance of any amount then past due. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods (as defined below) if Buyer fails to pay any amounts when due hereunder and such failure continues for fifteen (15) days following written notice thereof.

3.      Taxes. The quoted purchase price may be increased to the extent that Seller’s cost of the product sold hereunder may be increased as a result of (1) any agreements, codes, or legislative enactments made or enacted pursuant to federal, state, or municipal legislation; and (2) increase in the publisher’s list price(s). In addition to paying the quoted purchase price, Buyer is solely liable for any excises, levies, or taxes which Seller may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption, or transportation of any of the goods covered hereby, and Buyer agrees to pay the amount thereof on the same terms as it shall pay the quoted purchase price.

4.      Limited Warranty. Seller warrants that the goods supplied under this invoice (the “Goods”) shall conform to the description in the Buyer’s most current catalog(s) or other promotional materials. THE FOREGOING WARRANTY IS SELLER’S SOLE WARRANTY WITH RESPECT TO THESE GOODS. SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. SELLER’S LIABILITY FOR BREACH OF WARRANTY HEREUNDER IS LIMITED SOLELY TO THE REPLACEMENT OF THE DEFECTIVE GOODS, WHICH SHALL BE RETURNED TO A LOCATION DESIGNATED BY THE SELLER, TRANSPORTATION CHARGES PREPAID BY BUYER; AND THE FAILURE TO GIVE NOTICE OF A WARRANTY CLAIM WITHIN THIRTY (30) DAYS FROM DATE OF DELIVERY SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT TO SUCH GOODS. THE FOREGOING SHALL CONSTITUTE THE SOLE REMEDY OF BUYER AND THE SOLE LIABILITY OF SELLER UNDER THIS WARRANTY.

5.      Third Party Products. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Third-Party Products are not covered by the warranty in Section 4. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

6.      Packaging and Standard Shipping. Prices stated are based on Seller’s standard packaging and ground shipping. Special Buyer packaging and/or expedited shipping will be offered or furnished only when specified, and the cost thereof shall be borne by Buyer.

7.      Substitutions. Subject to availability by the Publisher, the Seller may substitute title(s) within a collection or “kitted” item without notification. Seller warrants that it will use all reasonable efforts to select equivalent substitutions (e.g., reading level, genre, series, author, etc.). Seller will not make substitutions on titles contained within its proprietary curriculum products or on titles ordered individually (not as part of a collection) by Buyer. If such titles are unavailable at the time of shipment, Seller will place such items on backorder.

8.      Backorders and Partial Deliveries. Seller shall have the right to make partial deliveries and to be paid for the goods so delivered per its standard payment terms as defined herein. All such partial deliveries may be separately invoiced and paid for when due, without regard to subsequent deliveries. All backordered titles will be left open until fulfillment is possible, unless expressly canceled by Buyer in writing prior to shipping. Buyers who do not accept backorders must inform Seller in writing upon placing an order.

9.      LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS ORDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED IN ANY CASE THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THE PURCHASE ORDER MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER THE DATE OF THIS PURCHASE ORDER. WITHOUT LIMITATION OF THE FOREGOING, IN NO EVENT WILL SELLER BE RESPONSIBLE OR LIABLE FOR (A) PENALTIES OR PENALTY CLAUSES OF ANY DESCRIPTION, OR (B) INDEMNIFICATION OF BUYER OR OTHERS FOR COSTS, DAMAGES, OR EXPENSES ARISING OUT OF OR RELATED TO THE GOODS.

10.   Claims. Buyer agrees to inspect all Goods immediately upon its receipt thereof. Claims by Buyer for shortages, damages, or errors in delivery must be made within thirty (30) days after the delivery of the Goods. Unless Buyer provides Seller with written notice of any claim or shortages of or defects in the Goods, within thirty (30) days after receipt of shipment, such Goods shall be deemed finally inspected, checked, and accepted by Buyer.

11.   Returns. Goods are sold on a nonreturnable basis. Goods received damaged or in error may be exchanged for Goods of equal or lesser value. No Goods shall be returned without first obtaining written consent and instructions from the Seller.

12.   Shipment. Delivery terms are F.O.B. the locations of the Seller’s designated distribution partners. Buyer shall assume all risk of loss or damage upon delivery by Seller to the carrier at the point of shipment. Deliveries will typically occur approximately 21 business days from the date of Seller’s receipt and acceptance of an order. However, any dates of delivery provided by Seller to Buyer are estimates of approximate dates of delivery, not a guaranty of a particular date of delivery. Seller shall not be liable for any damages caused by failure or delay in shipping the goods described herein. If the Buyer is unable to sign for a delivery to the address provided and has not notified the Seller in writing of any special delivery instructions, including but not limited to a change of address, an additional shipping charge will be applied if the order requires reshipment. If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance).

13.   Security Interest. Shipments, deliveries, and performance of work by Seller shall at all times be subject to the approval of and requirements of the credit department of Seller, including the requirement that Buyer pay part or all of the purchase price in advance. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the New York State Uniform Commercial Code. Buyer hereby authorizes Seller to execute and file financing statements describing the Goods, and other documents or instruments that may be requested by Seller to evidence its security interest.

14.   Cancellation. Orders accepted by Seller are subject to cancellation by Buyer only upon written notification by Buyer prior to shipment and acceptance of such cancellation by Seller. Upon such cancellation, Seller shall cease work and Buyer shall pay Seller for all Goods that have been delivered or any costs incurred or to be incurred by Seller that cannot be canceled as a result of Buyer’s desire to cancel such order.

15.   Indemnification. In addition to the foregoing, Buyer agrees to indemnify and hold Seller and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, successors and assigns harmless from any claims, demands, liabilities, costs, expenses, or judgments arising in whole or in part, directly or indirectly, out of the use of the goods supplied by Seller in any way, negligence, or lack of care by Buyer or Buyer’s customers, agents, employees, or invitees involving the use of the goods supplied by Seller. This indemnification shall include all costs, attorney’s fees and other expenses paid or incurred by or imposed upon any such aforementioned Seller indemnitee in connection with the defense of any such claim.

16.   Governing Law. Any agreement arising out of this transaction shall be deemed to have been made in Suffolk County, New York. The parties agree that the validity, interpretation, and performance of any agreement arising out of this transaction shall be governed by the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

17.   Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Order shall be instituted in the Federal Courts of the United States of America or the courts of the State of New York in each case located in Suffolk County, New York and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

18.   Waiver. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Purchase Order or these Terms shall operate or be construed as a waiver thereof or hereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

19.   Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms and/or the Purchase Order, for any failure or delay in fulfilling or performing any term of this Order (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics, pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Order; (f) national or regional emergency; (g) government shutdowns, strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of five (5) consecutive days following written notice given by it under this Section 19, either party may thereafter terminate the Purchase Order upon ten (10) days’ written notice.

20.   Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement. Seller may at any time assign, transfer or subcontract any or all of its rights or obligations under the Purchase Order without Buyer’s prior written consent.

21.   Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of delivery) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

22.   Severability. If any term or provision of this Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

23.   Survival. Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Limitation of Liability and Survival.

24.   Amendment and Modification. Except as otherwise set forth herein, these Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party. 

25.   Default. In the case of default or breach by Buyer in the performance of any or all of the provisions of this agreement, Seller may cancel any outstanding order(s) from Buyer and declare all obligations immediately due and payable, and shall in addition have all remedies afforded by the laws of the State of New York, and any other applicable law. Buyer shall be liable for all of Seller’s expenses incurred in exercising any remedies available to it, arising out of Buyer’s breach or threatened breach of any of the Standard Terms and Conditions of Sale, including reasonable attorney’s fees and legal expenses.

GENERAL PURCHASE ORDER TERMS AND CONDITIONS

1.      Applicability.
(a) This purchase order is an offer by Schoolwide, Inc. (the “Buyer”) for the purchase of the goods specified on the face of this purchase order (the “Goods”) from the party to whom the purchase order is addressed (the “Seller”) in accordance with and subject to these terms and conditions (the “Terms”; together with the terms and conditions on the face of the purchase order, the “Order”). This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller’s acceptance to the terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by Seller in connection with this Order.
(b) These Terms apply to any repaired or replacement Goods provided by Seller hereunder.
(c) Buyer is not obligated to any minimum purchase or future purchase obligations under this Order.

2.      Acceptance. This Order is not binding on Buyer until Seller starts to perform in accordance with the Order. Buyer may withdraw the Order at any time before it is accepted by Seller.

3.      Delivery Date. Seller shall deliver the Goods in the quantities and on the date(s) specified in this Order or as otherwise agreed in writing by the parties (the “Delivery Date”). Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the Order immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date.

4.      Quantity. If Seller delivers more or less than the quantity of Goods ordered, Buyer may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller’s risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.

5.      Delivery Location. All Goods shall be delivered to the address(es) specified in this Order (the “Delivery Location”) during normal business hours or as otherwise instructed by Buyer.

6.      Shipping Terms. Delivery shall be made in accordance with the terms on the face of this Order. Seller shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation. Seller shall provide Buyer all shipping documents, including the tracking number(s), packing list(s), and any other documents necessary within 2 business days after Seller delivers the Goods to the transportation carrier.

7.      Title and Risk of Loss. Title passes to Buyer upon delivery of the Goods to the Delivery Location. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.

8.      Packaging. All goods shall be packed for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition.

9.      Amendment and Modification. No change to this Order is binding upon Buyer unless it is in writing, specifically states that it amends this Order, and is approved in writing by an authorized representative of Buyer.

10.   Inspection and Rejection of Nonconforming Goods. The Buyer, or the Buyer’s customer, as indicated on the Order, has the right to inspect the Goods on or after the Delivery Date. Buyer, or the Buyer’s customer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind the Order in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly/within 7 days replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Order pursuant to Section 19. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Order, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.

11.   Price. The price of the Goods is the price stated in the Order (the “Price”). No increase in the Price is effective without the prior written consent of Buyer in all instances.

12.   Most Favored Customer. Seller represents and warrants that the price for the Goods is the lowest price charged by Seller to any of its external buyers for similar volumes of similar Goods. If Seller charges any other buyer a lower price, Seller must apply that price to all Goods under this Order. If Seller fails to meet the lower price, Buyer, at its option, may terminate this Order without liability.

13.   Payment Terms. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with the Terms. Buyer shall pay all properly invoiced amounts due to Seller within 90 days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. In the event of a payment dispute, Buyer shall deliver a written statement to Seller no later than 5 days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 13. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute.

14.   Set-off. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller.

15.   Warranties. Seller warrants to Buyer that for a period of 12 months from the Delivery Date, all Goods will: (a) be fit for their intended purpose; (b) be merchantable; (c) be free and clear of all liens, security interests or other encumbrances; and (d) not infringe or misappropriate any third party’s patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods with the foregoing warranties. If Buyer gives Seller notice of noncompliance with this Section, Seller shall, at its own cost and expense, within 7 days replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer.

16.   General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer’s subsidiaries, parents, affiliates, successors or assigns and their respective shareholders, directors, officers, shareholders and employees and Buyer’s customers (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the products purchased from Seller or Seller’s negligence, willful misconduct, or breach of any of the Terms. Seller shall not enter into any settlement without Buyer’s or the applicable Indemnitee’s prior written consent.

17.   Intellectual Property Indemnification. Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer’s or Indemnitee’s use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement without Buyer’s or the applicable Indemnitee’s prior written consent.

18.   Compliance with Law. Seller is in compliance with and shall comply with all applicable laws, regulations and ordinances. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Order.

19.   Termination. Buyer may terminate this Order, in whole or in part, at any time with or without cause for undelivered Goods on 2 days’ prior written notice to Seller. In addition to any remedies that may be provided under these Terms, Buyer may terminate this Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Order upon written notice to Seller. If Buyer terminates the Order for any reason, Seller’s sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.

20.   Limitation of Liability. Nothing in this Order shall exclude or limit Seller’s liability as a result of its fraud, negligence, willful misconduct, or breach of any of the Terms of this Order.

21.   Waiver. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

22.   Confidential Information. All non-public, confidential or proprietary information of the Buyer, including, but not limited to, data, business operations, customer lists, customer information, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. In addition to any other remedies available to it, Buyer shall be entitled to injunctive relief for any violation of this Section without the need of the posting of a bond or the provision of any other form of security in connection therewith. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.

23.   Force Majeure. Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (“Force Majeure Event”). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, pandemic, governmental shutdown, war, invasion, hostilities, terrorist acts, riots, strike, embargoes or industrial disturbances. Seller’s economic hardship or changes in market conditions are not considered Force Majeure. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Order. If a Force Majeure Event prevents Seller from carrying out its obligations under the Order for a continuous period of more than 5 business days, Buyer may terminate this Order immediately by giving written notice to Seller.

24.   Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign, transfer or subcontract any or all of its rights or obligations under the Order without Seller’s prior written consent.

25.   Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order.

26.   No Third-Party Beneficiaries. This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

27.   Governing Law. All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

28.   Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Order shall be instituted in the Federal Courts of the United States of America or the courts of the State of New York in each case located in Suffolk County, New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

29.   Cumulative Remedies. The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

30.   Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a Notice) shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of delivery) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

31.   Severability. If any term or provision of this Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

32.   Survival. Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Title and Risk of Loss, Most Favored Customer, Limitation of Liability, Cumulative Remedies and Survival.

GENERAL TERMS AND CONDITIONS FOR CONSULTING SERVICE

1. Applicability. These terms and conditions for consulting services (these “Terms”) are the only terms that govern the provision of services by Service Provider to Customer. The order confirmation (the “Order Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall govern. These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
2. Services. Service Provider shall provide the services to Customer as described in the Order Confirmation (the “Services”) in accordance with these Terms.
3. Performance Dates. Service Provider shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only.
4. Customer’s Obligations. Customer shall: (a) cooperate with Service Provider in all matters relating to the Services and provide such access to Customer’s premises, and such office accommodation and other facilities as may reasonably be requested by Service Provider, for the purposes of performing the Services; (b) respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement; (c) provide such Customer materials or information as Service Provider may reasonably request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and (d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
5. Customer’s Acts or Omissions. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay. In the event the Customer has paid the Service Provider a pre-paid deposit pursuant to the Order Confirmation, and the Customer fails to substantively respond to the Service Provider after three (3) good faith attempts to communicate with the Customer over a four (4) calendar month period, then the Service Provider shall be entitled to keep the entirety of the pre-paid deposit and shall not be required to perform any services for Customer. If the Service Provider is unable to render purchased services in the current budget year due to Customer’s actions, all consulting services shall be deemed completed and accepted by Customer.
6. Change Orders. If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Service Provider shall, within a reasonable time after such request, provide a written estimate to Customer of: (a) the likely time required to implement the change; (b) any necessary variations to the fees and other charges for the Services arising from the change; (c) the likely effect of the change on the Services; and (d) any other impact the change might have on the performance of this Agreement. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance withSection  Notwithstanding anything contained in this Section 6, Service Provider may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confirmation. Service Provider may charge for the time it spends assessing and documenting a change request from Customer on a time and materials basis in accordance with the Order Confirmation.
7. Fees and Expenses; Payment Terms; Interest on Late Payments. In consideration of the provision of the Services by Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Confirmation. Customer agrees to reimburse Service Provider for all reasonable travel and out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services. Customer shall pay all invoiced amounts due to Service Provider on receipt of Service Provider’s invoice. Customer shall make all payments hereunder in US dollars. In the event payments are not received by Service Provider within fifteen (15) days after becoming due, Service Provider may: (a) charge interest on any such unpaid amounts at a rate of 1.5% per month or, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (b)suspend performance for all Services until payment has been made in full.
8. Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
9. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services, including any items identified as such in the Order Confirmation (collectively, the “Deliverables”) shall be owned by Service Provider, and Customer hereby assigns any and all such Intellectual Property Rights to Service Provider. The Service Provider may use the work in part or in its entirety, in any way it sees fit, from now until eternity. Service Provider hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
10. Confidential Information. All non-public, confidential or proprietary information of Service Provider and its parent, subsidiaries and/or affiliates, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Service Provider. Confidential Information does not include information that is: (i) in the public domain; (ii) known to Customer at the time of disclosure; or (iii) rightfully obtained by Customer on a non-confidential basis from a third party. Customer agrees to use the Confidential Information only to make use of the Services and Deliverables. In addition to any other remedies available to it, Service Provider shall be entitled to injunctive relief for any violation of this Section, without the requirement of the posting of any bond or any other form of security in connection therewith.
11. Representations and Warranties. Service Provider represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. The Service Provider shall not be liable for a breach of the warranty set forth in this Section 11 unless Customer gives written notice of the defective Services, reasonably described, to Service Provider within thirty (30) days of the time when Customer discovers or ought to have discovered that the Services were defective. Subject to this Section 11, Service Provider shall, in its sole discretion, either: (i) repair or re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate. THE REMEDIES SET FORTH IN THIS SECTION 11 SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION 11.
12. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11 ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
13. Limitation of Liability. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE ACTUAL AMOUNT PAID TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT.
14. Termination. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or makes an assignment for the benefit of creditors. In the event this Agreement is terminated for any reason, the Customer shall pay the Service Provider, per its Standard Terms of Sale, for all work, including applicable travel expenses and all out-of-pocket expenses, completed or incurred up to and including the termination date.
15. Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
16. Nonsolicitation. During the entire term of the business relationship (the time in which we are doing business with one another) and for a period of one (1) year thereafter, the Customer will not, either directly or indirectly, through its employees, agents, consultants, contractors, officers, directors, shareholders, members, managers, parents, subsidiaries, affiliates, etc. or otherwise (a) cause or seek to persuade any of the Service Provider’s managers, members, shareholders, officers, directors, employees, customers, clients, accounts, agents or supplier of, or consultants or independent contractors (collectively, “Business Associates”), to discontinue or materially modify the status, employment or relationship of such person or entity with the Service Provider; or (b) hire, retain or associate in a business relationship with, directly or indirectly, any of the Service Provider’s directors, officers, employees, consultants or independent contractors.
17. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as pandemics, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e)  embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) government shutdowns, strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. [In the event that the Impacted Party’s failure or delay remains uncured for a period of five (5) consecutive days following written notice given by it under this Section 17, either party may thereafter terminate this Agreement upon ten (10) days’ written notice.]
18. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
19. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. In no event shall either party be liable for the debts or obligations of the other. The Customer understands and agrees that (i) the Service Provider nor any of its representatives will not be treated as employees for federal tax purposes; (ii) the Customer will not withhold on behalf of the Service Provider any sums for income tax, unemployment insurance, social security, or any other withholding pursuant to any law or requirement of any governmental body or make available any of the benefits afforded to employees of the Customer; and (iii) all of such payments, withholdings and benefits, if any, are the sole responsibility of the Service Provider.
20. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
21. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.
22. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the Federal courts of the United States of America or the courts of the State of New York in each case located in Suffolk County, New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
23. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
24. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
25. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.
26. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

SCHOOLWIDE WEBSITE TERMS OF SERVICE

1. Your Acceptance

A. By using and/or visiting this website (collectively, including all content and functionality available through the Schoolwide.com domain name, the “Schoolwide.com Website,” or “Website”), including but not limited to Fundamentals Unlimited, you signify your agreement to (1) these terms and conditions (the “Terms of Service”), (2) Schoolwide’s privacy notice, incorporated here by reference, and (3) Schoolwide’s Community Guidelines, also incorporated here by reference. If you do not agree to any of these terms, the Schoolwide privacy notice, or the Community Guidelines, you are not authorized to use the Schoolwide.com Website.

B. Although we may attempt to notify you when changes are made to the Terms of Service, you should periodically review the most up-to-date version(s), which are located on www.schoolwide.com. Schoolwide may, in its sole discretion, modify or revise the Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in the Terms of Service shall be deemed to confer any third-party rights or benefits.

2. Schoolwide Website

A. These Terms of Service apply to all users of the Schoolwide.com Website, including users who are also contributors of video or textual content, information, and other materials or services on the Website. The Schoolwide.com Website includes all aspects of Schoolwide.com, including but not limited to, all products, software, and services offered via the Website and other applications.

B. The Schoolwide.com Website may contain links to third-party websites that are not owned or controlled by Schoolwide. Schoolwide has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, Schoolwide will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve Schoolwide of any and all liability arising from your use of any third-party website.

C. Accordingly, we encourage you to be aware when you leave the Schoolwide.com Website and to read the terms and conditions and privacy policy of each and every other website that you visit.

3. Schoolwide Accounts

A. In order to access some features of the Website, you will have to create an account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Schoolwide immediately of any breach of security or unauthorized use of your account.

B. Although Schoolwide will not be liable for your losses as caused by any unauthorized use of your account, you may be liable for the losses of Schoolwide or others due to such unauthorized use.

4. General Use of the Website—Permissions and Restrictions

Schoolwide hereby grants you permission to access and use the Website as set forth in these Terms of Service, provided that:

A. You agree not to distribute, in any medium, any part of the Website without Schoolwide’s prior written authorization.

B. You agree not to alter or modify any part of the Website or any of its related technologies.

C. You agree not to access Schoolwide.com content through any technology or means other than the Website itself or other explicitly authorized means Schoolwide may designate.

D. You agree not to use the Website or its content for any commercial use without the prior written authorization of Schoolwide. Prohibited commercial uses include any of the following actions taken without Schoolwide’s express prior written approval:

• sale of access to the Website or its related services on another website;

• use of the Website or its related services for the primary purpose of gaining advertising or subscription revenue;

• the sale of advertising targeted to Schoolwide content, on the Schoolwide.com website or any third-party website; and

• any use of the Website or its related services that Schoolwide finds, in its sole discretion, to use Schoolwide’s resources with the effect of competing with or displacing the market for Schoolwide or Schoolwide content.

E. Prohibited commercial uses do not include:

• uploading original content to Schoolwide.com for the purpose of creating custom teaching resources for classroom use;

• using Schoolwide.com content in a classroom setting, such as on interactive whiteboards, provided the primary purpose of using such content does not compete with Schoolwide; and

• any use that Schoolwide expressly authorizes in writing.

F. If you use the Schoolwide.com Website, you agree that it may automatically download and install updates from time to time. These updates are designed to improve, enhance and further develop the application and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates as part of your use of the Website.

G. You agree not to use or launch any automated or other type of system, including without limitation, “robots,” “spiders,” or “offline readers,” to access the Website. Schoolwide grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of, and solely to the extent necessary, for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Schoolwide reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website (e.g., comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website.

H. In your use of the Website, you will otherwise comply with the terms and conditions of these Terms of Service, Schoolwide Community Guidelines, and all applicable local, national, and international laws and regulations.

I. Schoolwide reserves the right to discontinue any aspect of the Schoolwide Website at any time.

5. Your Use of Content on the Site

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the Schoolwide.com Website.

A. The content on the Schoolwide.com Website, except all User Submissions (as defined below), including without limitation the text, software, scripts, graphics, photos, sounds, music, videos, interactive features, and the like (“Content”) and the trademarks, service marks, and logos contained therein (“Marks”), are owned by or licensed to Schoolwide, subject to copyright and other intellectual property rights under the law. Content on the Website is provided to you AS IS for your information and personal use only; it may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Schoolwide reserves all rights not expressly granted in and to the Website and the Content.

B. You may access User Submissions for your information and personal use solely as intended through the provided functionality of the Schoolwide.com Website. You shall not copy or download any User Submission unless you see a “download” or similar link displayed by Schoolwide on the Schoolwide.com Website for that User Submission.

C. Any User Comments are made available to you for your information and personal use solely as intended through the normal functionality of the Schoolwide.com Website. User Comments are made available “as is,” and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the Schoolwide.com Website or otherwise as prohibited under this Agreement.

D. You may access Schoolwide Content, User Submissions and other content only as permitted under this Agreement. Schoolwide reserves all rights not expressly granted in and to the Schoolwide Content and the Schoolwide.com Website.

E. You agree not to engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes.

F. You agree not to circumvent, disable, or otherwise interfere with security-related features of the Schoolwide.com Website or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Schoolwide.com Website or the Content therein.

G. You understand that when using the Schoolwide.com Website, you may be exposed to User Submissions and third-party content from a variety of sources, and that Schoolwide is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content. You further understand and acknowledge that you may be exposed to User Submissions or third-party content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Schoolwide with respect thereto, and agree to indemnify and hold Schoolwide, its Owners/Operators, members, managers, partners, shareholders, officers, directors, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.

6. Your User Submissions and Conduct

A. As a Schoolwide.com account holder, you may submit video, printable, or textual content, collectively referred to as “User Submissions.” You understand that whether or not such User Submissions are published, Schoolwide does not guarantee any confidentiality with respect to any User Submissions.

B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize Schoolwide to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all User Submissions, to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service.

C. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to Schoolwide, you hereby grant Schoolwide a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Schoolwide.com Website and Schoolwide’s (and its successors’ and affiliates’) business, including, without limitation, for publication in Schoolwide’s proprietary curriculum products and for use in promoting and redistributing part or all of the Schoolwide.com Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Schoolwide.com Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The above licenses granted by you are perpetual and irrevocable.

D. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have express written permission from their rightful owner to post the material and to grant Schoolwide all of the license rights granted herein.

E. You further agree that you will not, in connection with User Submissions, submit material that is contrary to the Schoolwide Community Guidelines, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.

F. Schoolwide does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Schoolwide expressly disclaims any and all liability in connection with User Submissions. Schoolwide does not permit copyright infringing activities and infringement of intellectual property rights on its Website. Schoolwide will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another’s intellectual property rights. Schoolwide reserves the right to remove Content and User Submissions without prior notice.

7. Account Termination Policy

A. Schoolwide will terminate a User’s access to its Website if, under appropriate circumstances, they are determined to be a repeat infringer.

B. Schoolwide reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material, poor quality, or excessive length. Schoolwide may remove such User Submissions and/or terminate a User’s access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

8. Digital Millennium Copyright Act

A. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing the following information in writing:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and an e-mail address;

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Schoolwide’s designated Copyright Agent to receive notifications of claimed infringement is: customersuccess@schoolwide.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

B. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, to post and use the content in your User Submission, you may send a counter-notice containing the following information:

• Your physical or electronic signature;

• Identification of the content that has been removed or to which access has been disabled and the location where the content appeared before it was removed or disabled;

• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Islip, New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received, Schoolwide may send a copy of the counter-notice to the original complaining party, informing that person that it may replace the removed content or cease disabling it within 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Schoolwide’s sole discretion.

9. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE SCHOOLWIDE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SCHOOLWIDE, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. SCHOOLWIDE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE WEBSITE AND 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 AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SCHOOLWIDE WEBSITE. SCHOOLWIDE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SCHOOLWIDE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SCHOOLWIDE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

10. Limitation of Liability

IN NO EVENT SHALL SCHOOLWIDE, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHER WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE SCHOOLWIDE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT SCHOOLWIDE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Website is controlled and offered by Schoolwide from its facilities in the United States of America. Schoolwide makes no representations that the Schoolwide Website is appropriate or available for use in other locations. Those who access or use the Schoolwide Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

11. Indemnity

You agree to fully defend, indemnify, and hold harmless Schoolwide, its parent corporation, officers, members, managers, directors, employees, affiliates, and agents, 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 Schoolwide Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third-party right, including without limitation any copyright, property, privacy, or other intellectual property right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Schoolwide Website.

12. Ability to Accept Terms of Service

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

13. Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Schoolwide without restriction.

14. General

You agree that: (i) the Schoolwide Website shall be deemed solely based in New York; and (ii) the Schoolwide Website shall be deemed a passive website that does not give rise to personal jurisdiction over Schoolwide, either specific or general, in jurisdictions other than New York. These Terms of Service shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and Schoolwide that arises in whole or in part from your use of the Schoolwide Website shall be decided exclusively by a court of competent jurisdiction located in Suffolk County, New York. These Terms of Service, together with the Privacy Notice, and any other legal notices published by Schoolwide on the Website, shall constitute the entire agreement between you and Schoolwide concerning the Schoolwide Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Schoolwide’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Schoolwide reserves the right to amend these Terms of Service at any time and without any notice, and it is your responsibility to regularly review these Terms of Service for any changes. Your use of the Schoolwide Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND SCHOOLWIDE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SCHOOLWIDE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

SCHOOLWIDE COMMUNITY GUIDELINES

Schoolwide.com and its affiliated websites prioritize teachers and empower educators with the tools and resources required to make a positive impact on student achievement.

Here are some common sense rules we respectfully request that you abide by:

• Schoolwide.com is not the place for pornography or any sexually explicit content in any format or medium whatsoever.

• Do not post content involving animal abuse, drug abuse, underage drinking or smoking, or bomb making.

• Graphic or gratuitous violence is not allowed. If your content shows someone being physically hurt, attacked, or humiliated, do not post it.

• Respect copyrights. Only upload content that you made or that you are authorized to use.

• Obtain permissions. If your content features the images or voices of others, including colleagues, students, and/or parents, please obtain their consent before posting.

• We encourage free speech and an individual’s right to express an unpopular opinion, but we do not permit hate speech (speech that attacks or demeans an individual or group based on race or ethnic origin, religion, disability, gender, age, and/or sexual orientation) or vulgar, offensive, or obscene language.

• Actions such as predatory behavior, stalking, threats, harassment, intimidation, invasion of privacy, revealing other people’s personal information, and inciting others to commit violent acts or to violate the Terms of Use are taken very seriously. Anyone caught engaging in such behavior may be permanently banned from Schoolwide.com.

• Do not create misleading descriptions, tags, titles or thumbnails in order to increase views.

Please take these rules seriously. Understand them and respect the spirit in which they were created.

We Enforce These Guidelines

Schoolwide’s staff periodically reviews User Submissions to determine appropriateness for our viewership and to ensure that submissions do not violate our Community Guidelines. Accounts are penalized for Community Guidelines violations and serious or repeated violations can lead to account termination. If your account is terminated, you will not be allowed to create any new accounts.

FUNDAMENTALS UNLIMITED TERMS OF USE

1. Your Acceptance

A. By using Fundamentals Unlimited, you signify your agreement to (1) Free Trial Terms of Use (as contained herein), (2) Schoolwide’s Website Terms of Service, (3) Schoolwide’s Privacy Notice, and (4) Schoolwide’s Community Guidelines.

B. Although we may attempt to notify you when changes are made to the Terms of Service, you should periodically review the most up-to-date version(s), which are located at www.schoolwide.com. Schoolwide may, in its sole discretion, modify or revise the Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in the Terms of Service shall be deemed to confer any third-party rights or benefits.  

2. Subscription, Free Trials, Billing and Cancellation

A. Subscription  

I. Ongoing Subscription. Your Fundamentals Unlimited subscription, which may start with a free trial, will continue monthly unless and until you cancel your subscription or it is terminated by Schoolwide, Inc. You must provide us with a current, valid, accepted method of payment (which “Payment Method” may be updated from time to time) to use the Fundamentals Unlimited service. Schoolwide will bill the monthly subscription fee to your Payment Method. You must cancel your subscription before it renews each month in order to avoid billing of the next month’s subscription fees to your Payment Method. 

II. Differing Subscriptions. Schoolwide may offer a number of subscription plans, including but not limited to: fixed annual subscriptions for varying terms (e.g., one year, two years, five years), special promotional plans, or subscriptions with differing conditions and limitations. For fixed annual subscriptions, the terms outlined above for “Ongoing Subscriptions,” including monthly billing and auto-renew until cancellation, do not apply. We reserve the right to modify, terminate, or otherwise amend our offered subscription plans.

B. Free Trials  

I. Your Fundamentals Unlimited subscription may start with a free trial. The free trial period of your subscription lasts for 30 days, or as otherwise specified during sign-up. Free trials are for new members only. Schoolwide reserves the right, in its absolute discretion, to determine your free trial eligibility. 

II. Schoolwide will begin billing your Payment Method for monthly subscription fees at the end of the free trial period of your subscription unless you cancel prior to the end of the free trial period. 

III. You will not receive a notice from us that your free trial period has ended or that the paying portion of your subscription has begun. To cancel your subscription, contact Schoolwide, Inc. at customersuccess@schoolwide.com or toll–free at 1.800.261.9964 ext. 2. We will continue to bill your Payment Method for your subscription fee on a monthly basis until you cancel. 

C. Billing  

I. Recurring Billing. By starting your Fundamentals Unlimited subscription and providing or designating a Payment Method, you authorize us to charge you a monthly subscription fee at the then current rate, and any other charges you may incur in connection with your use of the Fundamentals Unlimited service, to your Payment Method.  

II. Price Changes. We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Use, any price changes to your service will take effect following email notice to you. 

III. Billing Cycle. The subscription fee for our service will be billed at the beginning of the paying portion of your subscription and each month thereafter unless and until you cancel your subscription. We automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your paying subscription. Subscription fees are fully earned upon payment. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event your paying subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. No Refunds. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members (“credits”). The amount and form of such credits, and the decision to provide them, are in our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.  

IV. Payment Methods. You may edit your Payment Method information by visiting our website and clicking on the “Manage Account” link. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see, “Cancellation” below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. 

V. Cancellation. You may cancel your Fundamentals Unlimited subscription at any time, and you will continue to have access to the Fundamentals Unlimited service through the end of your monthly billing period. SCHOOLWIDE DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH SUBSCRIPTION PERIODS. To cancel, go to the “Manage Account” page on our website and follow the instructions for cancellation. If you cancel your subscription, your account will automatically close at the end of your current billing period. 

 SCHOOLWIDE PRIVACY POLICY

The Schoolwide Privacy Policy describes how Schoolwide and its parents, affiliates, and subsidiaries treat personal information when you use Schoolwide.com services, including information provided when you use Schoolwide.com or any of Schoolwide’s websites, including Fundamentals Unlimited. 

1. Personal Information 

• Browsing: You can access information and content on Schoolwide’s websites without having an account. You also can contact us through Schoolwide.com or by emailing us directly, without having to register for an account.  

• Your Schoolwide Account: For some activities on Schoolwide.com, including using Fundamentals Unlimited, you need an account. We ask for some personal information when you create an account, including your name, job title, school district or company name, email address, and a password. The information is used to protect your account from unauthorized access. 

• Usage Information: When you use Schoolwide.com and Fundamentals Unlimited, we may record information about your site usage, such as the pages you click on. 

• Content Uploaded to the Site: Any personal information or content that you voluntarily disclose online may be viewed and used by others.  

2. Student Information 

• For some activities on Schoolwide.com, including the use of Fundamentals Unlimited or other teacher– or student–facing online content, you may need to upload student information, such as first name, last name, and an email address (for access purposes). In addition, we may collect certain non-personal information passively from students, such as the date and time of visit(s), time spent on the website(s), device ID, the type of browser used (e.g., Chrome, Firefox, Internet Explorer), the type of operating system used (e.g., Windows, Mac OS), and the ISP from which the students receive internet access. This information may be combined with the personal information.

• Schoolwide.com will not advertise or send any messaging, commercial or otherwise, via email directly to students. 

3. Uses 

• If you submit personal information, we may use that information to operate, maintain, and improve the features and functionality of our websites and to process any flagging activity or communication you send to us. 

• We do not use your email address or other personal information to send commercial or marketing messages without your consent. We may use your email address without further consent for non-marketing or administrative purposes, (such as notifying you of major website changes or for customer service purposes). By creating an account, you agree that we may contact you by email and that we may store your details for future contact. You may receive relevant marketing communications from Schoolwide, but you can unsubscribe at any time if these emails are not of interest to you. 

• We use cookies, web beacons, and log file information to (a) store information so that you will not have to re-enter it during your visit or the next time you visit; (b) provide customized, personalized content and information; (c) monitor the effectiveness of our marketing campaigns; (d) monitor aggregate metrics, such as total number of visitors and pages viewed; and (e) track your entries, submissions, and status in promotions, sweepstakes, and contests.  

4. Disclosure of Information 

• We do not sell, trade, or otherwise transfer your personally identifiable information to outside parties for commercial purposes. This does not include trusted third parties who assist us in operating our website, conducting our business, or serving you, long as those parties agree to keep this information confidential. We may release account and other personal information when we believe such a release is appropriate in order to comply with the law; to enforce or apply our Conditions of Use and other agreements; or to protect the rights, property, or safety of Schoolwide, our users, or others. We may transfer the personally identifiable information we collect to a third party in connection with a sale of our business. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses. 

5. Your Choices 

• If you have a Schoolwide.com account, you may update your personal profile information, email preferences, and privacy settings at any time by visiting your account profile page.  

• You may control the information that is available to other users by editing your Schoolwide.com account and the features that are included on your profile page.  

• You may, of course, decline to submit personal information through Schoolwide.com, in which case you can still explore our websites, but Schoolwide may not be able to provide certain content or services to you. 

6. Advertising at Schoolwide.com 

• Schoolwide strives to provide you with relevant and useful advertising. We may use a range of sources, including cookies, web beacons, IP addresses, usage data, and other non-personal information about your computer or device (such as browser type and operating system) to provide you with relevant advertising. If you are logged into your account, we may also show you advertising based on the information you have provided to us in your Schoolwide.com account.  

• Occasionally, at our discretion, our website may include information or advertising by third parties or offer third-party products or services and may contain links to other websites. These third-party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. A link does not constitute an endorsement of the content, viewpoint, accuracy, opinions, policies, products, services, security, or accessibility of that website. 

7. How We Secure Your Information 

• We work to protect the security of your personal information by using a variety of security measures. Schoolwide maintains several technical and organizational processes to help ensure that information collected is secure, including limiting the number of people who have physical access to our database servers and password protections that guard against unauthorized access. SSL encryption algorithms have also been integrated into our website as part of our continuing commitment to the security of electronic content and the electronic transmission of information. Schoolwide will collect only information about customers that is needed and relevant. Information collected will not be stored for longer than is necessary for the purposes described in this Privacy Policy or to otherwise meet applicable legal requirements.