TERMS OF SERVICE
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING AND/OR USING THE ACCEL SERVICE OR THE ACCEL WEBSITE, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND YOU AGREE TO THESE TERMS OF SERVICE AS WELL AS THE TERMS, CONDITIONS, END USER LICENSE AND ACCEPTABLE USE POLICIES OF CERTAIN THIRD-PARTY PRODUCTS INCLUDED IN THE ACCEL SERVICE THAT LOCATED AT WWW.ACCELSCHOOLS.COM/THIRD-PARTY-AGREEMENTS. IF YOU ARE A MINOR, YOU NEED TO HAVE YOUR PARENT OR LEGAL GUARDIAN AGREE TO THESE TERMS OF SERVICE ON YOUR BEHALF AND ENSURE THAT YOU ADHERE TO THE TERMS OF SERVICE. IF YOU (OR YOUR PARENT OR LEGAL GUARDIAN) DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE ACCEL SERVICE OR THE ACCEL WEBSITE.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN CLASS ACTIONS. PLEASE READ THIS AGREEMENT TO ENSURE THAT YOU UNDERSTAND EACH PROVISION AS IT AFFECTS YOUR RIGHTS.
1. User Accounts. When you register for the ACCEL Service, you must create a user account (“Account”). You must promptly update all Account information to keep it true, accurate, and complete. You will be responsible for all activities that occur under your Account, user name, and password and you agree to keep your password confidential. You agree to notify us immediately of any unauthorized use of your Account, user name or password or if you believe that your password is no longer confidential. We reserve the right to require you to alter your user name and/or password if we believe that your Account is no longer secure. You will not: (a) provide any false personal information as part of your Account information or in connection with the ACCEL Service; (b) create an Account for anyone other than yourself; (c) create or use more than one Account at any given time unless authorized by ACCEL; (d) transfer your Account to anyone else; (e) permit others to use your Account; or (f) use or access any other person’s Account.
2. User Guidelines. You represent, warrant, and agree that:
- you will comply with all applicable laws, including privacy laws and intellectual property laws;
- you will not post inappropriate, inaccurate, or objectionable content;
- you will not bully, harass or advocate harassment of another user or person;
- you will not solicit from other ACCEL Service users their passwords or personal data of any kind for commercial or unlawful purposes, or engage in commercial activities and/or sales such as contests, sweepstakes, barter, advertising, and pyramid schemes;
- you will not post content that contains “junk mail” or “chain letters”;
- you will not post content that is obscene or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- you will not post or upload any virus, time bomb, worm, corrupted file, or other software routine capable of disrupting, disabling, or harming the operation of, or providing unauthorized access to, the ACCEL Service;
- you will not use the ACCEL Service or ACCEL website to do or promote anything that is unlawful, illegal, misleading, defamatory, or libelous;
- you will not promote, upload or post anything that contains an illegal and/or unauthorized copy of another person’s copyrighted work (whether marked as such or not);
- you will not upload any extremely large files or collections of files, including but not limited to audio files/podcasts, backup files, or video files/movies; and
- your use of the ACCEL Service or the ACCEL website will not otherwise create liability for ACCEL.
If you violate the guidelines listed above or any other guidelines posted on these Terms of Service, or if ACCEL believes that any of your conduct is offensive or illegal; violates the rights of, harms, or threatens the safety of a third party; or may create liability for ACCEL or third parties, ACCEL reserves the right (but is not obligated) to investigate and take appropriate legal action in its sole discretion, including notifying the appropriate authorities, barring violators from accessing the ACCEL Service or suspending or terminating the Accounts of such violators.
3. Proprietary Rights
3.1 Use of the ACCEL Service. These Terms of Service provide to you a personal, revocable, limited, non-exclusive, and non-transferable license to use the ACCEL website, ACCEL Service and any content provided therein solely for your personal, non-commercial purposes conditioned upon your continued compliance with these Terms of Service. Notwithstanding the foregoing, certain lesson content made available to you in the ACCEL Service may be expressly designated as being subject to a Creative Commons license, for example, the Creative Commons Attribution 4.0 International license or CC BY 4.0 (“CC BY 4.0 Content”). For CC BY 4.0 Content only, you receive a license to such CC BY 4.0 Content in accordance with the terms of the CC BY 4.0 license. ACCEL reserves all rights not granted in the Terms of Service.
3.2 Restrictions. You will not: (a) permit any third party to access or use the ACCEL Service using your ACCEL Account; (b) rent, lease, loan, sell, license, transmit, distribute or otherwise transfer the ACCEL Service, ACCEL website or any portion thereof or content or other rights therein to any third party or exploit the ACCEL Service or ACCEL website for commercial purposes; (c) interfere with, disrupt, alter, translate, or modify the ACCEL Service or ACCEL website or any part thereof, or create an undue burden on the ACCEL Service or the networks or services connected to the ACCEL Service; (d) reverse engineer, decompile, disassemble, or reverse compile the ACCEL Service; (e) introduce software, automated agents or scripts to the ACCEL Service or ACCEL website so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the ACCEL Service or ACCEL website; (f) modify, copy, display, perform, or reproduce any portion the ACCEL Service, ACCEL website or content therein; (g) remove or modify any proprietary notices or labels on the ACCEL Service, ACCEL website or any content contained therein; or (h) bypass, modify, defeat, circumvent, or tamper with security or digital rights management features that protect or limit access to or use of the ACCEL Service, ACCEL website or the content contained therein.
3.3 Ownership. ACCEL and its licensors and suppliers own the ACCEL Service, ACCEL website and all other content contained within the ACCEL Service or ACCEL website, and all intellectual property rights relating to the foregoing. ACCEL reserves the right to correct any errors or omissions and remove any materials from the ACCEL Service or ACCEL website at its sole discretion and without liability of any kind. Any unauthorized reproduction, modification, distribution, transmission, display, or performance of any portion of the ACCEL Service, or any other content contained in the ACCEL Service or ACCEL website is strictly prohibited, other than for the use of CC BY 4.0 Content in accordance with the CC BY 4.0 license. ACCEL and its licensors and suppliers reserve all rights not expressly granted under these Terms of Service. There are no implied licenses in these Terms of Service. Despite any use of the terms “purchase,” “buy,” “sell,” “sale,” or similar terms, the ACCEL Service and the content contained within the ACCEL Service and ACCEL website is licensed to you under these Terms of Service, not sold.
3.4 User Content. If you post or otherwise submit any content, information or materials (“User Content”) to the ACCEL Service or ACCEL website, you represent and warrant that you own or otherwise control all intellectual property rights in such User Content, have all rights and consents necessary for you to share the User Content with the ACCEL. While ACCEL has no obligation to pre-screen or review User Content, ACCEL reserves the right to remove any User Content from the ACCEL Service or ACCEL website for any reason without written notice in its sole discretion. By posting or submitting User Content, you grant ACCEL a worldwide, perpetual, irrevocable, royalty-free, transferable, non-exclusive right to freely disclose, reproduce, distribute, sublicense, modify, exploit and otherwise use and commercialize the User Content in connection with the ACCEL Service or ACCEL website, without any obligations or compensation to you.
4. Interaction with Other Users. You are solely responsible for your interactions with other users. ACCEL reserves the right, but has no obligation, to monitor or take any action regarding disputes between you and other ACCEL Service users. To the extent permitted under applicable law, you hereby release ACCEL from any and all claims or liability related to: (a) any content posted on the ACCEL Service or ACCEL website; or (b) the conduct, whether online or offline, of you or any other user.
6. Third-Party Applications. ACCEL includes third-party applications and services in the ACCEL Service (“Third-Party Applications and/or Services”). Some Third-Party Application and/or Service are subject to additional terms and conditions, end user license agreements and/or acceptable use policies of the third-party providing such Third-Party Application and/or Service as described the Third Party Agreements located at www.accelschools.com/third-party-agreements. Such third parties are solely responsible for the Third-Party Application and/or Service it provides and any associated warranties. In the event of any conflict between any Third Party Agreement and these Terms of Service, these Terms of Service shall prevail.
7. Term and Termination. If you fail to comply with any of the provisions of these Terms of Service, ACCEL, at its sole discretion and without notice to you, may suspend your access to your Account and/or terminate these Terms of Service and your right to access and use the ACCEL Service and ACCEL website immediately. Notwithstanding any termination, the following provisions of these Terms of Service will remain in effect: Sections 3.3 and 8 through 17.
8. Warranty Disclaimer. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ACCEL (AND ITS LICENSORS AND SUPPLIERS) PROVIDES THE ACCEL SERVICE, ACCEL WEBSITE, ITEMS, CONTENT, AND ALL OTHER INFORMATION IN CONNECTION WITH THIS AGREEMENT “AS-IS” AND “AS AVAILABLE” AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. USE OF THE ACCEL SERVICE AND ACCEL WEBSITE, ITEMS, AND ALL OTHER INFORMATION OR CONTENT PROVIDED BY ACCEL (OR ITS LICENSORS AND SUPPLIERS) IN CONNECTION WITH THIS AGREEMENT IS AT YOUR OWN RISK. ACCEL (AND ITS LICENSORS AND SUPPLIERS) MAKES NO WARRANTY THAT THE ACCEL SERVICE, ACCEL WEBSITE, ITEMS, CONTENT OR ANY OTHER INFORMATION PROVIDED BY ACCEL (OR ITS LICENSORS OR SUPPLIERS) IN CONNECTION WITH THIS AGREEMENT WILL: (A) BE COMPLETE, CURRENT, UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, RELIABLE, OR ERROR-FREE; OR (B) PROVIDE ANY SPECIFIC RESULTS OR MEET YOUR REQUIREMENTS. YOU AGREE THAT ACCEL IS NOT RESPONSIBLE FOR YOUR FAILURE TO BACK UP ANY PORTION OF USER CONTENT SUBMITTED BY YOU TO THE ACCEL SERVICE OR ACCEL WEBSITE ITEMS OR CONTENT DOWNLOADED BY YOU. ACCEL DOES NOT ASSUME ANY OBLIGATION TO MONITOR ACTIVITIES CONDUCTED ON THE ACCEL SERVICE OR ACCEL WEBSITE.
9. Limitation of Liability. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, (A) ACCEL WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND RELATING TO THE ACCEL SERVICE OR ANY OTHER INFORMATION OR CONTENT IN CONNECTION WITH THE ACCEL WEBSITE; (B) ACCEL WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND RELATING TO THE ACCEL SERVICES OR ANY OTHER INFORMATION OR CONTENT IN CONNECTION WITH THE ACCEL SERVICE, EVEN IF ACCEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) ACCEL AND ITS LICENSORS AND SUPPLIERS’ TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, OR OTHERWISE) ARISING FROM YOUR USE OF THE ACCEL SERVICE SHALL BE NO MORE THAN THE GREATER OF THE FEES YOU HAVE DIRECTLY PAID TO ACCEL HEREUNDER DURING THE 12 MONTHS PRECEDING YOUR CLAIM OR $1,000, WHICHEVER IS GREATER.
10. User Indemnification. You agree to indemnify and hold ACCEL, its subsidiaries, affiliates, directors, officers, agents, and employees harmless from any and all losses, damages, liabilities, claims, demands, costs, or expenses, including reasonable attorneys’ fees, relating to your: (a) User Content; (b) use of the ACCEL Service or ACCEL Website; (c) breach of these Terms of Service; (d) breach or inaccuracy of any representation or warranty made under these Terms of Service; or (e) violation of any applicable law or any right of any third party.
11. Export Control. ACCEL controls and operates the ACCEL Service and ACCEL website from the United States and makes no representation that the ACCEL Service or ACCEL website is appropriate or available for use in or from locations outside of the U.S. If you access the ACCEL Service from other locations, you are responsible for compliance with applicable local laws, including, without limitation, the export and import control laws and regulations of the United States. No software from this site may be exported or re-exported: (i) into any 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 Denied Persons List. By accessing the ACCEL Service or ACCEL website, 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.
12. Copyright Policy. You may not post, distribute, or reproduce in any way any ACCEL copyrighted material, trademarks, or other proprietary information unless you have the right to do so. It is ACCEL’s policy to, in its sole discretion, terminate the Account of any user who infringes copyright rights of ACCEL or third parties. If you believe that your work has been copied and posted on the ACCEL Service or ACCEL website in a way that constitutes copyright infringement, please follow the requirements for appropriate notifications under the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512. At a minimum, you must provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; an identification of the location on the ACCEL Service or ACCEL website of the material that you claim is infringing; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. ACCEL’s Copyright Agent for notice of claims of copyright infringement can be reached by writing to the following: Copyright Agent, ACCEL Schools LLC, 1750 Tysons Boulevard, Suite 1300, McLean, VA 22102, or by email at email@example.com.
13. Electronic Communications. The communications between you and ACCEL use electronic means, whether you use the ACCEL Service or send us emails, or whether ACCEL posts notices on the ACCEL Service or ACCEL website or communicates with you via email. For contractual purposes, you (a) consent to receive communications from ACCEL in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that ACCEL provides to you electronically satisfy any legal requirement that such communications would satisfy if it were a hardcopy writing. Any legal notices for ACCEL must be sent by email to firstname.lastname@example.org. The foregoing does not affect your non-waivable rights.
14. Governing Law; Arbitration. This Agreement, and any claim, dispute or controversy relating to these Terms of Service, will be governed by the laws of the Commonwealth of Virginia, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. The parties agree that their respective rights and obligations will be solely governed by these Terms of Service and the Uniform Computer Information Transactions Act under Virginia law will not apply and is hereby disclaimed. Any action or proceeding relating to these Terms of Service must be brought on an individual capacity in a federal or state court located in Fairfax County, Virginia and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding, except that: (i) a party bringing an action may choose to resolve the dispute through binding non-appearance-based arbitration in accordance with the following: (a) the arbitration will be provided through a nationally-recognized alternative dispute resolution provider mutually agreed upon by the parties; (b) the arbitration will be conducted in one or more of the following manners at the option of the party initiating arbitration: telephone, online, or written submissions; (c) the arbitration will not involve any personal appearances by the parties or witnesses unless otherwise agreed by the parties; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction; and (ii) ACCEL may seek injunctive relief in any court having jurisdiction to protect its intellectual property or confidential or proprietary information; and (iii) EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION FOR CLAIMS RELATING TO THIS AGREEMENT.
15. General. The parties are independent contractors. If any provision of these Terms of Service is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All waivers by ACCEL will be effective only if in writing. Any waiver or failure by ACCEL to enforce any provision of these Terms of Service on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You acknowledge that the ACCEL Service and ACCEL website contains valuable trade secrets and proprietary information of ACCEL and its licensors and suppliers, that any actual or threatened breach of Section 3 of these Terms of Service will constitute immediate, irreparable harm to ACCEL and its licensors and suppliers for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. The headings of Sections of these Terms of Service are for convenience and are not to be used in interpreting these Terms of Service. “Includes” and “including” are not limiting. This Agreement and the documents referred to herein or incorporated by reference constitute the final, complete, and exclusive agreement between the parties regarding the subject hereof and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral.
17. Trademark and Copyright Notice. ACCEL, the ACCEL Schools logo, AMP, the AMP logo, AMP for Education and other names, slogans, graphics, logos, and trade names used on the ACCEL website and ACCEL Service are the trademarks of ACCEL and its affiliates and may not be used without ACCEL’s permission. Third-party trademarks, service marks, and trade names that may appear in the ACCEL website or ACCEL Service are the property of their respective owners.