AGREEMENT TO TERMS
Middlebury Interactive Languages, LLC (“MIL” or “We”), the provider of the MIL, Middlebury-Monterey Language Academy (“MMLA”) and Powerspeak products and services, and you, as end-user (“You” or “Your”) agree that Your use of the MIL, MMLA and Powerspeak products and services (“Services”) are subject to the following terms and conditions of use (“Terms”). So long as (i) your child or a child for which you are the legal guardian ("Student(s)") is/are enrolled in a school that uses the Services, or (ii) for the period of time stated in your customer agreement for your purchase of the Services for your own use ("Use Period"), MIL will grant access to and allow the use of the Services on behalf of your Student(s) for purposes of providing educational and related services to you and your Student(s). By using the Services, You expressly agree to be bound by these Terms and to follow all applicable laws and regulations governing the Services. MIL reserves the right to change the Terms at any time without notice to you, effective immediately upon posting on www.middleburyinteractive.com. Please check this page periodically. In addition, when using the Services, you shall be subject to any posted guidelines or rules applicable to each offering within the Services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference.
The Terms constitute a legal document that details you and your Student(s) rights and obligations as users of the Services, as described below. When you enroll in the Services, You are accepting these Terms and thereupon gain access as an end user subject to these Terms.
DESCRIPTION OF SERVICES
MIL provides you with access to a learning environment, a curriculum based on time-tested and research-based methods of instruction and community tools, including lessons and assessments, and various communication tools as part of the Services, You also understand and agree that the Services may include certain communications from MIL such as service announcements, administrative messages, and that you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augments or enhances the current Services, including the release of new MIL properties, shall be subject to the Terms. You understand and agree that the Service is provided "AS-IS" and that MIL assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Services and all fees, if any, associated with such access. In addition, you must provide and are responsible for all equipment necessary to access the Services.
ENROLLMENT, SERVICES ACCESS AND USE
In consideration of your use of the Services, You represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself and/or the Student to the extent prompted by the Service's enrollment form (the "Enrollment Data") or submitted to MIL and/or Your School for enrollment in the Services and (b) maintain and promptly provide any updates to the Enrollment Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or MIL has reasonable grounds to suspect that your information is untrue, inaccurate, not current or incomplete, MIL has the right to suspend or terminate your access and refuse any and all current or future use of the Services (or any portion thereof). Upon enrollment, MIL will provide You or You will be provided by your School with a user code for accessing the Services. Your access or Your Students’ access is restricted to your or their own personal use and You shall protect your user code against unauthorized disclosure. You agree to assume full responsibility for (and agree that MIL will not be responsible or liable for) any unauthorized use of your user code. You will promptly notify MIL of any suspected unauthorized use or disclosure of your user code.
PARENTAL RESPONSIBILITY (where applicable)
As the parent or legal guardian of the Student(s), you always remain ultimately responsible for your Student(s)'s education. You agree to be responsible for your Student(s)'s education, including without limitation, where required or applicable, logging attendance, participating in parent/student conferences, as may be required.
You understand and agree that you are not authorized to use the Services for any purpose not expressly authorized herein. In particular, you agree that you may not use the Services for the benefit of anyone other than your Student(s) and not for any other person or beyond the Use Period.
You understand MIL reserves the right to revoke access to the Services if MIL has reason to believe that these Terms have been or may be violated. You will be fully liable for all costs or losses to MIL or the School related to your violation of these Terms. MIL may disclose user information about you if required by applicable law or by subpoena or court order.
USER ONLINE CONDUCT (where applicable)
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials ("User Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such User Content originated. This means that you and not MIL are entirely responsible for all User Content that you upload, post, email, transmit or otherwise make available via the Services.MIL does not control the User Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such User Content. Under no circumstances will MIL be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available via the Services.
By posting information in or otherwise using any interactive service that may be available to you on or through the Services, you agree that you will not upload, post, or otherwise distribute or facilitate distribution of any content—including text, communications, software, images, sounds, data, or other information—that: Could be harmful to minors;
Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), uses vulgar language in the creation of a username, or otherwise violates these Terms or any applicable School policy;
Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation, solicits passwords or personally identifiable information, or any form of lottery or gambling, sweepstakes or advertising;
Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges where available;
Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
"Stalk" or otherwise harass another;
Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
Impersonates any person or entity, including but not limited to any employee or representative of MIL. You also agree that you will not harvest or collect information about the users or Users of the Services or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or communications.
You further agree that you will not knowingly solicit or collect personal information from a minor (anyone under 18 years old) without appropriate prior verifiable parental consent. Personal information includes but is not limited to name, address, phone number, or name of their school.
MIL generally does not pre-screen, monitor, edit or remove User Content. MIL and its agents, however, have the right (but not the obligation) at their sole discretion to pre-screen, monitor, edit or remove any User Content that, in MIL’s judgment, does not comply with these Terms or is otherwise harmful, objectionable, or inaccurate. MIL is not responsible for any failure or delay in removing such User Content. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. In this regard, you acknowledge that you may not rely on any User Content created by MIL or submitted to MIL.
You acknowledge, consent and agree that MIL may access, preserve, and disclose your account information and User Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any User Content violates the rights of third-parties; (d) respond to your requests for customer service; (e) protect the rights, property, or personal safety of MIL, their users and the public; or (f) utilize Your usage and/or assessment data associated with the Services for internal analytic statistical, development, educational or quality control purposes.
You understand that the technical processing and transmission of the Services, including your User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICES
MIL does not claim ownership of User Content you submit or make available for inclusion on the Services. With respect to User Content you submit or make available for inclusion on User accessible areas of the Service, however, you grant MIL the following world-wide, perpetual, royalty free and non-exclusive license(s), as applicable:
By posting or submitting User Content, you grant MIL and its affiliates and licensees the right to use, reproduce, display, perform, adapt, modify, distribute, have distributed, and promote the content in any form, anywhere and for any purpose; and you warrant and represent that you own or otherwise control all of the rights to the content and that public posting and use of your content by MIL will not infringe or violate the rights of any third party.
GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that MIL may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days for postings or other uploaded User Content will be retained by the Services, the maximum disk space that will be allotted on servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that MIL has no responsibility or liability for the deletion or failure to store any messages and other communications or other User Content maintained or transmitted by the Services. You further acknowledge that MIL reserves the right to modify these general practices and limits from time to time.
MODIFICATIONS TO SERVICES
MIL reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that MIL shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
You understand and agree that for Student(s) enrolled in a school that uses the MIL curriculum or services, federal, state and/or local law may require that the computer made available to the Student(s) be equipped with filtering software to restrict access to Internet sites containing child pornography, obscene depictions, or other materials harmful to minors under 18 years of age. The software will work by scanning for objectionable works or concepts, as determined by the default settings of the software manufacturer. However, no software is foolproof, and there is a risk an Internet user may be exposed to a site containing such materials. Parents are free to increase the filtering settings to be more stringent than the default settings if they so desire.
You acknowledge and agree that all content, software, and materials available on the Services are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by MIL, you agree not to sell, license, sublicense, rent, modify, distribute, copy, reproduce, translate, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. Notwithstanding the above, you may print or download one copy of the materials or content on the Services on a single computer for your personal, non-commercial use, provided you keep intact all copyright and other proprietary notices. Systematic retrial of data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database or directory without permission from MIL is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in these Terms is prohibited.
LINKING AND THIRD PARTY SITES
You may not link or deep-link to these Services or any content contained on it other than as permitted as part of the Services without MIL’s prior written consent. Third party sites available through the Services are not under the control of MIL, and you acknowledge that MIL is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of the site by MIL or any association with its operators, nor does MIL warrant that other sites will not contain viruses or otherwise affect your computer.
ACCESS AND INTERFERENCE
You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of or others' use or enjoyment of, the Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
INTERSTATE NATURE OF COMMUNICATIONS ON MIL NETWORK
You acknowledge that in using certain services to send electronic communications (including but not limited to email, search queries, sending messages to MIL discussion boards, uploading photos and files to MIL, and other Internet activities), you will be causing communications to be sent through MILs computer networks. As a result, and also as a result of MIL network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to these Terms, you acknowledge that use of the Services results in interstate data transmissions.
U.S. EXPORT CONTROLS
Software from these Services is further subject to United States export controls. No software from these Services may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
DISCLAIMERS OF WARRANTIES
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICES (THE "CONTENT") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. MIL, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT OR THAT IT WILL MEET YOUR NEEDS OR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MILOR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. BECAUSE SOME JURISIDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU EXCEPT THAT MIL’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MIL, MIL’S SUBSIDIARIES, RELATED OR AFFILIATED COMPANIES, AND LICENSORS ("RELEASED PARTIES") SHALL NOT BE LIABILE FOR ANY DIRECT OR, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF MILHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES ; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; (iv) ANY OTHER MATTER RELATING TO MIL’S PRODUCTS OR SERVICES OR THE SITE. SOME JURISDICTIONS DO NOT ALOW THE LIMITIATION OR EXCLUSION OF LIABILITY FOR INCIDENTIAL OR CONSEQUENTIAL DAMAGES. SOME OF THE FOREGOING LIMITATION MAY NOT APPLY TO YOU EXCEPT THAT MIL LIABLITY IN SUCH JURSIDCTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
YOU HEREBY RELEASE AND FOREVER DISCHARGE MIL, THE SCHOOL AND ANY CHARTERING DISTRICT OR OTHER CHARTERING AUTHORITY, THEIR OFFICERS AND DIRECTORS, AND THEIR EMPLOYEES, AGENTS, SUCESSORS AND ASSIGNS, ("RELEASED PARTIES"), FROM ALL ACTIONS, CAUSES OF ACTION, INJURIES, CLAIMS, DAMAGES, COSTS OR EXPENSES OF ANY KIND GROWING OUT OF OR RELATED TO YOUR OR YOUR STUDENT(S)' USE OF THE SERVICES. YOU UNDERSTAND THAT THIS IS A FULL AND COMPLETE RELEASE TO THE MAXIMUM EXTENT ALLOWED BY LAW OF ALL CLAIMS AND DAMAGES WHICH YOU OR YOUR STUDENT(S) MAY HAVE AS A RESULT OF HIS OR HER USE OF THE SERVICES REGARDLESS OF THE SPECIFIC CAUSE THEREOF.
EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTIAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY THE LIMITATIONS SET FORTH IN “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITIES” MAY NOT APPLY TO YOU.
CHOICE OF LAW AND FORUM
These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding its conflicts of law terms. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms or your use of the Services shall be filed only in the state or federal courts located in Fairfax County, Virginia, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
You agree to defend, indemnify, and hold harmless MIL and its subsidiaries, related or affiliated companies, and their employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of the Services, including claims arising out any content you submit, post, transmit or otherwise make available through the Services, your use of the Services, your connection to the Services, your violation of the Terms or your violations of any rights of another. MIL reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with MIL in asserting any available defenses.
SEVERABILITY AND INTEGRATION
Unless otherwise specified herein, these Terms along with the Enrollment Form (if applicable), constitute the entire agreement between you and MIL with respect to the use by the end user of the Services and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and MIL with respect to the Services. If any part of these Terms are held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
You agree that MIL may, under certain circumstances and without prior notice, immediately suspend, terminate and/or delete your MIL account and access to the Services. Cause for such suspension, termination and/or deletion shall include, but not be limited to, (a) breaches or violations of the Terms, or of other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Services (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you, if any, in connection with the Services. Termination of your MIL account may include (a) removal of access to all offerings within the Services, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of the Services. Further, you agree that all terminations for cause shall be made in MIL’s sole discretion and that MIL shall not be liable to you or any third party for any termination of your account, or access to the Services.
Please report any violations of the Terms to MIL’s Customer Service phone number: 1-800-596-0910
ELECTRONIC PAYMENT – GENERAL
MIL provides a convenient e-commerce mechanism in order for parents or guardians to enroll their students when purchasing a license to MIL content.
For security reasons do not access E-Commerce websites from public locations.
- Authentication and Authorization.
- The Services incorporate commercially reasonable methods to authenticate the information that you have supplied for making a payment through the Services. You will not be able to submit a payment until the Services authenticate you and you will not be allowed to use the Services until you have read these Terms and Conditions and have acknowledged doing so by checking the appropriate box.
- As the user of the Services, and upon your acceptance of these Terms and Conditions, you will have submitted your banking account or credit card account (your “Designated Account”) information. You are responsible for any legal, regulatory, or banking penalties and fees that may be assessed for supplying false information to us for use with the Services.
- Users of these services are subject to all E-Commerce credit policies, procedures and regulations.
- If the Designated Account is a banking or credit card account for your Business, then it must be one for which you are a properly authorized signer.
- By accepting these Terms and Conditions, you authorize third parties on behalf of MIL to initiate a charge to your Designated Account according to your instructions. Each time you use the Services, you will be reauthorizing us to charge your Designated Account.
- You represent and warrant that:
- You are 18 years old or older;
- You are using your actual identity and any information you provide is accurate and complete;
- You are legally authorized to make payments using your Designated Account;
- Your use of the Service will not violate any local, state, national or international laws or regulations.
- By providing third parties on behalf of MIL the information for your Designated Account, you authorize us to follow the payment instructions we receive from you through the Services.
- When you use these Services to send us a payment instruction, you authorize third parties on behalf MIL to initiate a message to your bank or credit card provider to charge your Designated Account and to send those funds to us for payment so that we receive the funds as close as reasonably possible from the date indicated by you in the payment instruction.
- Refunds will be provided in accordance with MIL’s refund policy as of the date on which the transaction was made.
- Electronic Information.
- By use of the SITE, users acknowledge that they may receive email notices for the following:
- Enrollment confirmation
- New bill/notice
- Failed/rejected payments
- Forgotten password
- Credit/debit card expiration notification
- One-time payment notification
- Shared account notification
- By use of this Website, customers acknowledge that they may receive email or email notification for those bills, notices and information that are available through the Services. Customers must provide legal email addresses to continue to use the Services. Customers who do not provide proper mailing addresses and/or email addresses may be prohibited from using the Services at MIL’s sole discretion.
- By use of the SITE, users acknowledge that they may receive email notices for the following: