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TERMS OF USE

Date of Last Revision: 6/05/2015

  1. BINDING EFFECT. This is a binding agreement. By registering for, accessing, browsing or using the Internet site located at http://www.opened.com/ (the “Site”) or any services provided in connection with the Site, including the Common Core Quest app (the “Service”), you agree to abide by these Terms of Use, as they may be amended by OpenEd Inc. (“OpenEd”) from time to time in its sole discretion. OpenEd will post a notice on the Site any time these Terms of Use have been changed or otherwise updated. It is your responsibility to review these Terms of Use periodically, and if at any time you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use of the Service and the Site.

    YOU AGREE THAT BY REGISTERING FOR, ACCESSING, BROWSING OR USING THE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS OF USE. YOU HEREBY REPRESENT THAT (i) YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT; AND (ii) IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE CONSENT FOR YOUR CHILD TO REGISTER WITH THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE IN RESPECT OF SUCH CHILD’S USE OF THE WEBSITE.

    IF YOU VIOLATE ANY PORTION OF THIS PROVISION, OPENED WILL IMMEDIATELY CANCEL YOUR REGISTRATION TO THE SITE.

    The Service IS NOT available to (A) any previously suspended or removed users 

  2. PRIVACY POLICY. OpenEd respects your privacy and permits you to control the treatment of your personal information. A complete statement of OpenEd’s current privacy policy can be found by clicking here. OpenEd’s privacy policy is expressly incorporated into these Terms of Use by this reference.

  3. SIGN-UP. You are required to sign up and open an account to use all the features of the Site or Service. In order to sign up, you must complete the registration process by providing the complete and accurate information requested on the registration form. If you are a teacher, you will be asked to provide your email address (which is used as your user name) and a password, in addition to your first and last name. If you are a parent or legal guardian of a student and are creating a student account, you must enter a contact email address (which is used as the user name) and a password, in addition to your child’s first and last name and will additionally be required to enter the class code sent by your child’s teacher.  Any user under the age of 18 that begins the registration process for himself or herself without a parent or guardian may have the registration process restricted until a parent or guardian approves or assumes responsibility for the child’s account. If you are a parent or guardian you may create, register, manage and approve Service accounts only for your own children, or children for whom you are a legal guardian. IF YOU REGISTER, APPROVE THE REGISTRATION OF, OR OTHERWISE ASSUME RESPONSIBILITY FOR ANY CHILD, YOU REPRESENT AND WARRANT THAT YOU ARE SUCH CHILD’S PARENT OR LEGAL GUARDIAN AND YOU AGREE TO BE BOUND BY THE TERMS ON BEHALF OF SUCH CHILD, INCLUDING WITHOUT LIMITATION BEING LIABLE FOR ALL USE OF THE SERVICE BY THE CHILD. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify OpenEd immediately on any unauthorized use of your account, user name, or password. OpenEd shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by OpenEd, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.

  4. USE OF EDUCATIONAL RESOURCES. OpenEd may make certain educational resources and standards available to you from the Site. Some of these resources and standards may be available for access through the Site while others may only be accessed by having a subscription from the underlying content owner. All educational resources and/or standards made available by using the Site, such educational materials, including all data, files and images contained in the resources and all accompanying data (collectively, “Resources”) are owned by their respective content owner. To the extent that such Resources are made available for download from the Site, you agree that your use of such Resources is subject to the open license agreement and all applicable restrictions from their respective content owner. In addition, as between you and OpenEd, your use and access to such Resources is further restricted as follows. You agree to use all such Resources for your personal, educational and noncommercial use only – if you are a teacher you have a right to use the Resources in your classroom and to distribute to your students; and if you are a student, you have a right to use the Resources for your personal educational purposes. You may not sell, redistribute, or reproduce the Resources for any commercial purpose. OpenEd does not transfer either the title or the intellectual property rights to the Resources, and the respective content owner retains full and complete title to the Resources as well as all intellectual property rights therein.

  5. RESOURCE METADATA. The Resources are presented, categorized and classified using relational metadata compiled and analyzed by OpenEd. All such relational metadata and all other related ontology information, order and classification of Resources, presentation categories for Resources and grouping and relation to standards, and any other classification, grouping or display parameters for Resources and standards presented on the Site, as well as the color scheme and the layout of the Site (collectively “Site Parameters and Metadata”), are owned by OpenEd and subject to copyright, trademark rights, database rights and/or other intellectual property rights. You are only permitted to use Site Parameters and Metadata as strictly required for searching, locating and accessing Resources through the Site as permitted above and for no other purpose. Any other use, access to and/or reproduction of Site Parameters and Metadata, without the prior written consent of OpenEd, is prohibited and will constitute a breach of this Agreement and will infringe OpenEd’s intellectual property rights. All trademarks and logos are owned by OpenEd or its licensors and you may not copy or use them in any manner.

  6. USER CONTENT. You grant OpenEd a license to use the materials you post to the Site or Service. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”) to the Site or Service, you are granting OpenEd a license to use your User Content in connection with the operation of the Internet business of OpenEd, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content and sublicense it to other users of the Service in the form of Resources. You will not be compensated for any User Content. You agree that OpenEd may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site or Service, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.

  7. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS. When accessing the Site or using the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service and the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any User Content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any User Content you provide or transmit, or that is provided or transmitted using your Site login credentials. The burden of proving that any User Content does not violate any laws or third party rights rests solely with you.

  8. INAPPROPRIATE CONTENT. You shall not make the following types of User Content available. You agree not to upload, download, display, perform, transmit, or otherwise distribute any User Content that (a) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful racially, ethnically or otherwise objectionable; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (c) advertises or otherwise solicits funds or is a solicitation for goods or services; (d) infringes any intellectual property or other proprietary rights of any party; (e) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (f) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; or (g) in the sole judgment of OpenEd, is otherwise objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose OpenEd or its users to any harm or liability of any type. OpenEd intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws.

  9. PROHIBITED USES. OpenEd imposes certain restrictions on your permissible use of the Site and the Service. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) collecting, copying or downloading any Site Parameters and Metadata including any screen display data, such as through screen scraping, framing or similar methods, for the purpose of collecting, analyzing or learning, ontology, metadata, resource alignment to standards or for any other similar purpose; (c) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (d) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (e) using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (f) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (g) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by OpenEd in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability. You further agree not to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity or attempt to use the Service to contact students or otherwise solicit personal information from anyone under the age of 18.

  10. COPYRIGHT INFRINGEMENT. OpenEd has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. OpenEd has adopted a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed on the rights of OpenEd or of a third party, or otherwise violated any intellectual property laws or regulations. OpenEd’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want OpenEd to delete, edit, or disable the material in question, you must provide OpenEd with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed 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 OpenEd to locate the material; (d) information reasonably sufficient to permit OpenEd to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) 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 (f) 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. For this notification to be effective, you must provide it to OpenEd’s designated agent at:

    OpenEd Inc.
                  155G North Santa Cruz Avenue
                  Los Gatos, CA 95030
                  Attn: Copyright Agent
                  Telephone: (408) 458-5707
                  Email Address: support@opened.com
                  
  11. ALLEGED VIOLATIONS. OpenEd reserves the right to terminate your use of the Service and/or the Site. To ensure that OpenEd provides a high quality experience for you and for other users of the Site and the Service, you agree that OpenEd or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. OpenEd does not intend to disclose the existence or occurrence of such an investigation unless required by law, but OpenEd reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if OpenEd believes that you have violated any of the Terms of Use, furnished OpenEd with false or misleading information, or interfered with use of the Site or the Service by others.

  12. NO WARRANTIES. OPENED HEREBY DISCLAIMS ALL WARRANTIES. OPENED IS MAKING THE SITE AND ALL RESOURCES AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE, THE SERVICE AND THE RESOURCES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPENED EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICE AND THE RESOURCES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. OPENED DOES NOT WARRANT THAT THE SITE OR THE SERVICE OR THE RESOURCES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

  13. LIMITED LIABILITY. OPENED’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OPENED BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICE, THE RESOURCES OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY OPENED. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.

  14. AFFILIATED SITES. OpenEd has no control over, and no liability for any third party websites or materials. OpenEd works with a number of partners and affiliates whose Internet sites may be linked with the Site. Because neither OpenEd nor the Site has control over the content and performance of these partner and affiliate sites, OpenEd makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and OpenEd assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that OpenEd makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content.

  15. INDEMNITY AND RELEASE. You agree to indemnify and hold OpenEd and its affiliates and their officers, employees, directors and agent harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to (i) your use of the Service, any User Content, your connection to the Service; (ii) your violation of these Terms of Use or of any rights of another, including, but not limited to, any abuse or cyber-bullying. In addition, you hereby release OpenEd and its affiliates and their officers, employees, directors and agent harmless from any and all losses, damages, expenses, claims, actions of any kind and injury (including death), whether known or unknown, whether foreseeable or not, that in any way arise out of or relate to (i) your use of the Service; (ii) any personal injury, death or property damage suffered by you, your family or other members of your household due to any communication or other action originating from or with respect to the Service. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

  16. COPYRIGHT. All contents of Site or Service are: Copyright © 2013 OpenEd, Inc. All rights reserved.

  17. GOVERNING LAW. These Terms of Use shall be construed in accordance with and governed by the laws of the State of California, without reference to its rules regarding conflicts of law. With respect to any disputes or claims not subject to arbitration, as set forth below, you hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Santa Clara County, California, USA in all disputes arising out of or related to the use of the Site or Service.

  18. ARBITRATION. At OpenEd's or your election, all disputes, claims, or controversies arising out of or relating to the these Terms of Use or the Service that are not resolved by mutual agreement shall be exclusively resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in Los Gatos, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator's decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award you any damages in excess of the limitation on actual compensatory, direct damages set forth in above and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under these Terms of Use, and you hereby irrevocably waive any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys' fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.

  19. SEVERABILITY; WAIVER. If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

  20. GENERAL. Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by OpenEd or by any third party. In the event a dispute arises regarding these Terms of Use or the use of this Site, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs incurred, in addition to damages and any other relief to which it is entitled. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Use without the prior written consent of OpenEd, but OpenEd may assign or transfer these Terms of Use, in whole or in part, without restriction. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Use or other matters by displaying notices or links to notices generally on the Service.

  21. SPECIAL NOTICE FOR INTERNATIONAL USE; EXPORT CONTROLS. Certain materials available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No materials may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using any materials from the Service is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.

  22. COMMERCIAL USE. Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

  23. NOTICE FOR CALIFORNIA USERS. Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at OpenEd Inc., 20 South Santa Cruz Avenue, Suite 107, Los Gatos, CA 95030, or by telephone at (408) 458-5707.

  24. MODIFICATIONS. OpenEd may, in its sole discretion and without prior notice, (a) revise these Terms of Use; (b) modify the Site and/or the Service; and (c) discontinue the Site and/or Service at any time. OpenEd shall post any revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision.

  25. ACKNOWLEDGEMENT. REGISTERING FOR, ACCESSING, BROWSING OR USING THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM. YOU MUST AGREE TO THESE TERMS OF USE IN ORDER TO SIGN UP AND USE THE SERVICE.