ScholarCentric as Of Sept. 2015
Welcome to the ScholarCentric website (the “Site”) and the ScholarCentric application that you can access through the Site (the “App”), both of which are operated by SHW, LLC (“ScholarCentric,” “we,” “our,” or “us”). Please read the following terms and conditions of service (“Terms”) carefully as they contain the legal terms and conditions that you agree to when you access and/or use the Site, the App and services provided to you by us through the Site (the “Service”).
For the purposes of these Terms, “you” means you, the person using the Site, and, if applicable, the person that agrees to the Terms in Sections B and C when registering for an Account. You and any persons that you authorize to use your Account may be referred to in these Terms as the “User.”
BY ACCESSING OR USING ANY OF THE SERVICE OR THE APP YOU AGREE TO BE BOUND BY THE TERMS OF SECTION A AND SECTION C BELOW, WHICH CONTAIN PROVISIONS APPLICABLE TO ALL USERS OF THE SERVICE, INCLUDING CASUAL VISITORS TO THE SITE. IF YOU CHOOSE TO REGISTER FOR AND CREATE AN ACCOUNT ON A SITE, YOU MUST ALSO READ AND AGREE TO BE BOUND BY THE TERMS SET FORTH IN SECTION B, IN ADDITION TO THE TERMS OF SECTION C, BY CHECKING THE BOX NEXT TO THE STATEMENT THAT SAYS THAT YOU AGREE TO THESE TERMS.
The person who utilizes the Service may also be referred to as the “Account Holder” in this Agreement. “Account” means the Account registered to you, pursuant to the registration procedures for the Service. The terms of this Agreement apply to all users of the Service via the Account, whether or not they are the Account Holder. The Account Holder is responsible for making each of the users of their Account (and anyone else they may allow access to their Account) aware of the terms of this Agreement and for ensuring compliance. The Account Holder for an Account is entirely liable for all activities conducted through that Account.
In the case of inconsistencies between these Terms and information included in off-line materials (e.g., promotional materials and mailers), these Terms will always govern and take precedence.
SECTION A. TERMS APPLICABLE TO UNREGISTERED USERS OF THE SITE
1. Availability. ScholarCentric uses reasonable efforts to ensure that the Service is available 24 hours a day, 7 days a week. However, there will be occasions when the Service will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of ScholarCentric. ScholarCentric will use commercially reasonable efforts to minimize such disruption where it is within the reasonable control of ScholarCentric. You agree that ScholarCentric shall not be liable to you for any modification, suspension or discontinuance of the Service. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND. You are responsible for obtaining access to any Service and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.
2. Trademarks. All brand, product and service names used in the Service which identify ScholarCentric are proprietary marks of ScholarCentric. All brand, product and service names used in the Service which identify third parties and their products and Service is proprietary marks of such third parties. Nothing in the Service shall be deemed to confer on any person any license or right on the part of ScholarCentric or any third party with respect to any such image, logo or name.
3. Copyright. Unless otherwise stated in these Terms or on the Site, ScholarCentric is the owner of all copyright and database rights in the Service and its contents. You may not publish, distribute, extract, reuse or reproduce any such content in any material form (including photocopying or storing it in any medium by electronic means) other than in accordance with these Terms.
4. External Links. From time to time ScholarCentric may provide links that will take you to third party website. These links are provided for your convenience only. If you decide to access linked website you do so at your own risk. ScholarCentric does not endorse or take responsibility for the content on other website or the availability of other website and you agree that ScholarCentric is not liable for any loss or damage that you may suffer by using other website.
5. Amendment of Terms. We reserve the right to amend these Terms agreed to by you from time to time without notice. Your continued use of the Site constitutes acceptance of any amendments, additions, or modifications to these Terms.
6. Contact. ScholarCentric is located in Denver, CO. Any questions, comments or suggestions, including any report of violation of these Terms should be provided to the Administrator as follows:
- By E-mail: firstname.lastname@example.org
- By Postal Mail: 2406 W. 32nd Avenue, Suite C, Denver, CO 80211
SECTION B. TERMS APPLICABLE TO REGISTERED USERS OF THE SITE
1. Registration. In consideration of your use of the Service, you represent and certify 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 jurisdictions. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being the “Customer Data”) and (b) maintain and promptly update the Customer Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). To register as a User of the Service you must be 18 years or over. Minor children under the age of 18 who wish to access the Service must obtain permission from their parents and their parents must agree to these Terms.
3. Amendment of Terms. You agree that ScholarCentric retains the right to amend these Terms and the Site, including product and service offerings at any time, for any reason, and without notice, and the right to terminate the Site or any part of any of the Site. You agree to review the posting of these Terms periodically to be aware of such changes. Continued use of a Site constitutes acceptance of any amendments, additions, or modifications to these Terms. Any amendments or modifications made by ScholarCentric shall be prospective only. You will be bound by all such modifications, whether or not you have notice thereof.
4. Access and Use Rights. ScholarCentric grants you a personal, limited, revocable, non-exclusive and non-transferable right to access and use the Site and Service, and, if applicable the App. These rights are exclusive to you and you may not sublicense the use of the Site or the App. ScholarCentric expressly retains all ownership rights, title and interest in and to all aspects of the App (and any other software), Service and the Site, including, but not limited to, all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in the Site. You may not modify the Site or the App, create derivative works of the Site or the App, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Site or the App that would reveal any source code, trade secrets, know-how or other proprietary information. These rights shall not be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess or control the source code or any other aspect of the Site or the App. You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded or embodied in the Site or displayed by, on, or in the Site. You may use the Site and the App only while these Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Site or the App after any termination or expiration of your agreement to these Terms for any reason.
5. Password. Account Holder will create a password and Account designation upon completing the Service’s registration process. Account Holder is responsible for maintaining the confidentiality of the password and Account, and is fully responsible for all activities that occur in connection with the Account and password. You agree to (a) immediately notify ScholarCentric of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session. ScholarCentric cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
6. Third Party Software and Linking. Although we may make software, hyperlinks, and other products of third-party companies available to you, your use of such products is subject to the respective terms and conditions imposed by the third party owning, manufacturing or distributing such products, and the agreement for your use will be between you and such third party. ScholarCentric makes no warranty with regard to the products or web site of any other entity. ScholarCentric has no control over the content or availability of any third-party software or web site. In particular, (a) ScholarCentric makes no warranty that any third-party software you download or web site you visit will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses and (b) ScholarCentric notifies you that it is your responsibility to become familiar with any web site’s privacy and other policies and terms of service, and to contact that site’s webmaster or site administrator with any concerns.
7. Monitoring of Content. You acknowledge, consent and agree that ScholarCentric may access, preserve, and disclose your Account information 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 these Terms; (c) respond to claims that any content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of ScholarCentric, its users and the public.
8. Suspension and Termination of Access and Membership. ScholarCentric reserves the right to suspend or terminate your Account and use of the Site, at any time, without notice, for any reason, including but not limited to the following:
- • Breach of these Terms, including policies or guidelines set forth by ScholarCentric elsewhere;
- • Conduct that ScholarCentric believes is harmful to other users of the Service or the business of ScholarCentric or other third party information providers (including slowing down the servers and affecting other users.
Further, you agree that ScholarCentric shall not be liable to you or any third party for any termination of your access to the Site. ScholarCentric reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that ScholarCentric shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
10. Disclaimer of Third Party Actions. You acknowledge that ScholarCentric does not and cannot control the flow of data to or from the Service or within any portion of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt your connections to the Internet (or portions thereof). Although ScholarCentric will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events with respect to your use of the Service, ScholarCentric cannot guarantee that such events will not occur. Accordingly, ScholarCentric disclaims any and all liability resulting from, or related to, such events.
11. Representations and Warranties by You. You understand and acknowledge that all of your rights to use and access the third party services, sites and materials and receive data arise from the third parties’ services and applicable agreements to which you must agree (“Third Party Agreements”). Accordingly, you represent and warrant that: (a) that you shall comply with and shall not violate any Third Party Agreements; and (b) that you will not violate any applicable law or regulation, or cause a breach of any agreement with any third party, in connection with the performance of its obligations and use of the Services. In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, ScholarCentric shall have the right to immediately suspend any of the Services in order to prevent harm to ScholarCentric or its business and to limit any potential liability. If practicable, ScholarCentric may provide notice and opportunity to cure. Once cured, in ScholarCentric’s discretion, ScholarCentric will use reasonable efforts promptly restore the Services. You agree to indemnify and hold ScholarCentric harmless for any liability arising from or related to your breach of the foregoing warranties.
12. Disclaimer of Warranty. THE SERVICE AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, SCHOLARCENTRIC MAKES NO WARRANTY THAT THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT THE SITE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SITE, INCLUDING THE SERVICE WILL BE AVAILABLE, OR THAT DATA ARE SECURE FROM UNAUTHORIZED ACCESS. SCHOLARCENTRIC MAKES NO WARRANTY REGARDING ANY SOFTWARE, GOODS, SERVICE, PROMOTIONS, OR THE DELIVERY OF ANY GOODS OR SERVICE, PURCHASED, ACCESSED OR OBTAINED THROUGH THE SITE OR ADVERTISED THROUGH THE SITE. NO ADVICE OR INFORMATION GIVEN BY SCHOLARCENTRIC, ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY.IN ADDITION, SCHOLARCENTRIC DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE SITE IS ACCURATE, COMPLETE OR CURRENT OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
SECTION C. TERMS APPLICABLE TO REGISTERED AND UNREGISTERED USERS OF THE SITE
1. Rules of Conduct
1.1 You expressly agree that you are solely responsible for any and all acts and omissions that occur under your Account or password, and you agree not to engage in any unacceptable uses of the Service, which include, without limitation, use of the Service to:
- (b) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Site or any other computer network;
- (c) use the Site or the Service in connection with any commercial endeavors;
- (d) create user accounts by automated means or under fraudulent or false pretenses;
- (e) create or transmit unsolicited electronic communications such as spam to Users or promote any products or services;
- (f) collect and publish any information about any of our Users;
- (g) adapt, modify or reverse engineer any portion of the Service or the Site;
- (h) use any spider, robot, retrieval application, or any other device to retrieve any portion of the Site;
- (i) reformat any of the pages that are part of the Site;
- (j) disseminate, store or transmit viruses, worms, Trojan horses or other malicious code or program;
- (k) violate any applicable federal, state, local or international law or regulation;
- (l) exploit children under 18 years of age;
- (m) invade the privacy of any person, including but not limited to submitting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age);
- (n) solicit personal information from a child under 13 years of age;
- (o) submit false or misleading information to ScholarCentric, the Site or other Users; or
1.2 We cannot and do not assure that other Users are or will be complying with the foregoing rules of conduct or any other provisions of these Terms, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
2. Products, Content and Specifications. All features, content, specifications, products and prices of products and services described or depicted on this Site are subject to change at any time without notice. The inclusion of any products or services on this Site at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item or service purchased from this Site. By using the site, you represent that the products and services will be used only in a lawful manner.
3. Copyright, Other Proprietary and Privacy Protection for Other Users’ Content on the Site. ScholarCentric hereby notifies you that all the information, content, image files, software and materials on the Site may be protected by U.S. and international copyright and other intellectual property laws and by other applicable laws, including privacy laws. You understand that ScholarCentric is unable to provide you with permission to copy display or distribute material for which you do not own the copyright or other intellectual property rights. You may not copy or distribute such material without the written consent of the owner, and you are solely responsible for any copyright or other intellectual property law violations that you may incur as a result of your activities on the Site. ScholarCentric has the absolute right to terminate your Account or exclude you from any Site if you use our Service to violate the intellectual property rights or other rights of third parties. You agree to indemnify and hold ScholarCentric harmless for any violation of this provision.
4. Limitation of Liability.
4.1 YOU ACKNOWLEDGE, BY YOUR USE OF ANY OF THE SITE OR SERVICE, THAT YOUR USE OF THE SITE OR SERVICE AND ANY RELIANCE UPON EITHER IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH YOUR USE OF THE SITE OR SERVICE. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL SCHOLARCENTRIC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, EVEN IF SCHOLARCENTRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE SITE OR THE SERVICE, FROM ANY CHANGES TO THE SITE OR THE SERVICE OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
4.2 YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU SPECIFICALLY ACKNOWLEDGE THAT UNDER NO CIRCUMSTANCES SHALL SCHOLARCENTRIC BE LIABLE OR RESPONSIBLE FOR HARM OR DAMAGES ARISING FROM YOUR USE OF THE INFORMATION, FACTS, AND OPINIONS AVAILABLE ON THE SERVICE AND THE SITE OR ARISING OUT OF ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION, FACTS, AND OPINIONS AVAILABLE ON THE SERVICE AND THE SITE. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST SCHOLARCENTRIC AND ITS SUBSIDIARIES, DIVISIONS, AFFILIATES, AGENTS, REPRESENTATIVES AND LICENSORS ARISING OUT OF YOUR USE OF THE SERVICE AND THE SITE AND THE INFORMATION, FACTS, AND OPINIONS AVAILABLE THEREON. YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS.
4.3 YOU SPECIFICALLY ACKNOWLEDGE THATDOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND (B) SCHOLARCENTRIC IS NOT RESPONSIBLE FOR ANY HARM OR DAMAGES THAT MAY ARISE FROM YOUR USE OF THE INFORMATION, FACTS, AND OPINIONS PROVIDED IN CONNECTION WITH THE SITE OR THE SERVICES. YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL INFORMATION ABOUT YOURSELF IN YOUR USE OF THE SITE AND THE SERVICE AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT.
4.4 IF YOU ARE DISSATISFIED WITH THE SITE OR THE SERVICE OR WITH ANY OF THESE TERMS, OR FEEL SCHOLARCENTRIC HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICE.THE TOTAL LIABILITY OF SCHOLARCENTRIC TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR USE OF THE SITE OR THE SERVICE SHALL NOT EXCEED $100.00. IT IS THE INTENTION OF YOU AND SCHOLARCENTRIC THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.
4.5 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
5.1 Applicable Law and Jurisdiction. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or the Service or these Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred. You and ScholarCentric agree that these Terms and any claims hereunder shall be governed by and subject to the laws of the state of Colorado, without giving effect to any principles of conflicts of law. You agree to personal jurisdiction by and venue in the state and federal courts in Denver, Colorado.
5.2 No Resale of Services. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
5.3 Enforcement. If any legal action is brought to enforce these Terms, the prevailing party will be entitled to reimbursement of its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive from the other party.
5.4 Force Majeure. ScholarCentric will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond ScholarCentric’s reasonable control.
5.5 Waiver. The failure of ScholarCentric to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by ScholarCentric in writing.
5.6 Construction. The headings of Sections of these Terms are for convenience and are not to be used in interpretation.
5.7 Entire Agreement. These Terms constitute the entire agreement between you and ScholarCentric and govern your use of the Site and the Service, superseding any prior agreements between you and ScholarCentric. The failure of ScholarCentric to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and ScholarCentric nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.