ScottishRiteDyslexia.com Terms and Conditions and End User License

IMPORTANT - THIS IS A CONTRACT, CAREFULLY READ BEFORE USING THIS PRODUCT

BY ACCESSING SCOTTISHRITEDYSLEXIA.COM (THE “SITE”) AND THE ONLINE BRIDGES SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT LOGGING INTO OR OTHERWISE USING THE SITE.

1. License Grant and Restrictions

The Site is only accessible to authorized users who have an active, paid subscription to the Bridges Learning Portal. If you or the organization you work for have not purchased a subscription to the Bridges Learning Portal you may not access and use the Site. If you have questions about your subscription or rights to access the Site, please contact us using the information below. Your access to the Site is subject to this Agreement and the applicable Bridges Order Form and Bridges Curriculum Terms and Conditions.

Authorized users must be trained in the Bridges Curriculum. If you have an access key but are not trained in the program, please do not use the Site and instead, contact us using the information below.

Subject to this Agreement and the applicable Bridges Order Form and Bridges Curriculum Terms and Conditions, Scottish Rite for Children (“Owner”) grants you a non-exclusive, non-transferable, limited license to access and use the Site and materials presented through the Site (collectively, the “Materials”) for dyslexia intervention purposes, including the right to electronically display and use Materials and, unless otherwise prohibited, duplicate (e.g., “copy to clipboard”) a portion of Materials for one person's exclusive use to support normal work/teaching activities. Any right not expressly granted to you by this Agreement is hereby expressly reserved by Owner. You expressly agree: (1) not to alter, modify, remove or obscure any copyright notice or other notice contained in Materials; (2) not to allow your user identification and password to be used by any other person to access the Materials; (3) not to use the Materials for the benefit of any other person or entity that is not an authorized user or licensee of the Materials; (4) not to use the Materials in any way that infringes the copyrights, confidentiality or proprietary rights of Owner or its third party suppliers; (5) not to directly or indirectly use or allow others to use the Materials or any information about them in the development of any product that is competitive with the Materials; (6) to be bound by the terms of this Agreement; (7) that Owner is the owner of all copyrights and intellectual property of Owner and that those rights are valid and enforceable by Owner; and (8) that you are authorized to use the Bridges Learning Portal pursuant to a paid subscription.

You will not, and will not permit any other party to: (a) knowingly interfere with or disrupt the integrity or performance of the Site or the data contained therein; (b) reverse engineer, disassemble or decompile any source code or component of the Materials, or the underlying algorithms or trade secrets therein; (c) sublicense any of your rights hereunder, or otherwise use the Materials for the benefit of a third party or to operate a service bureau; (d) modify, copy, or make derivative works based on any part of the Materials; (e) make copies of the Materials beyond what is permitted herein; or (f) otherwise use the Materials in any manner that exceeds the scope of use permitted under your subscription.

You acknowledge that the Materials are not intended to replace your professional discretion and judgment. You accept sole responsibility for, and acknowledge that you exercise your own independent and professional judgment in, the selection and use of the Materials and any results obtained therefrom. The Materials do not provide medical or legal advice. YOU ACKNOWLEDGE AND WARRANT THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE MATERIALS AND FOR ANY RELIANCE THEREON AND TO THE MAXIMUM EXTENT PERMITTED BY LAW YOU WAIVE ANY AND ALL CAUSES OF ACTION OR CLAIMS AGAINST OWNER ARISING THEREFROM OR RELATING THERETO.

2. Ownership

You further agree and acknowledge that you have no ownership rights in the Materials or copies thereof. Rather, you have a limited license to use the Materials in accordance with this Agreement and the applicable Order Form and Bridges Curriculum Terms and Conditions for so long as your subscription remains in full force and effect. All right, title and interest (including copyrights and other intellectual property rights) in Materials (in both print and machine-readable form) shall remain at all times with Owner or its third-party suppliers. Any other use of the Materials by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this Agreement. While the creation, revision, duplication, or making of derivatives is strictly forbidden, in the case that you make any such new copyrightable matter, you hereby expressly and irrevocably assign those copyrights to Owner without compensation.

3. Access

To log in for the first time you will be provided with an access key by Owner, if you executed an Order Form as an individual, or by your organization, if your organization purchased a subscription to the Bridges Learning Portal. You will use the access key to create an individual log in account using your email address and a password. Do not share your access key with anyone other than the organization that paid for your access.

If your access to the Bridges Learning Portal was ordered by your organization, as between you and your organization, the access key belongs to your organization and may not be used without your organization's permission and will remain with the organization if you separate from the organization. You may not access the Site if you cease to be employed by the organization that purchased the subscription. If your organization requests us to terminate your account, you acknowledge and agree that we may do so in our discretion without liability to you.

Generally, subscriptions to the Bridges Learning Portal are provided as a one-year subscription for the active school year. The subscription will need to be renewed for additional terms to complete the Bridges program. To request renewal, please contact your administrator or the individual at your organization who purchased the access to the portal, or contact us using the information below. Generally, all users using the Bridges Learning Portal must use the service in combination with all Bridges Curriculum materials and much purchase the same. If you are presenting, teaching, or training on the program and adding any materials not provided or specifically authorized by Owner, you shall include the disclaimer: “This is not a part of the research-based curriculum Bridges: A Dyslexia Intervention Connecting Teacher, Avatar & Student on each piece. All copyright laws and rules (note copyright page in book) must be followed and will be enforced.” If you are presenting, teaching, or training on the program and not using all of the Bridges Curriculum materials, you shall inform all users of such fact.

Only authorized individuals may access and use the Materials. You may be required to change your password from time to time. You may not have access to all Materials. The Materials may be changed, added or withdrawn without notice by Owner at any time and at Owner's sole discretion. Owner may monitor or suspend your login credentials at any time, including if you are no longer authorized or if your subscription ends.

Only individuals approved by Owner in writing may order and use Bridges Learning Portal training materials to train others in teaching the curriculum. You may not order or use the materials identified as trainers' materials unless you have a valid trainer's agreement with Owner. If you have questions about becoming a Bridges Learning Portal trainer, please contact Owner at: dyslexia.curriculum@tsrh.org. Training materials are subject to additional terms and conditions.

4. Limited Warranty

THE MATERIALS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND OWNER AND EACH THIRD-PARTY SUPPLIER EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OWNER DOES NOT WARRANT THAT THE MATERIALS WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE MATERIALS WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE MATERIALS WILL BE CORRECTED, OR THAT THE MATERIALS ARE COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.

5. Limitation of Liability

A “Covered Party” means: (a) Owner, its affiliates, and their officers, directors, trustees, employees, subcontractors, agents, successor or assigns; and (b) each third party supplier of Materials, its affiliates, and their officers, directors, employees, subcontractors, agents, successor or assigns.

A Covered Party shall not be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from: (i) any errors in or omissions from the Materials; (ii) the unavailability or interruption of the Materials or any features thereof; (iii) your use of the Materials (regardless of whether you received any assistance from a Covered Party in using the Materials); (iv) your use of any equipment in connection with the Materials; (v) the content of the Materials; or (vi) any delay or failure in performance beyond the reasonable control of a Covered Party.

IN NO EVENT WILL A COVERED PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE MATERIALS OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY, EVEN IF THE COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

A COVERED PARTY'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT, THE MATERIALS, OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU FOR USE OF THE SITE.

6. General

This Agreement is effective until it is terminated. Owner may suspend or discontinue providing the Materials to you without notice and pursue any other remedy legally available to it if you fail to comply with any of your obligations hereunder. All provisions relating to proprietary rights and non-disclosure shall survive the termination of this Agreement.

This Agreement may be changed from time to time by written agreement or by notice from Owner. All notices and other communications hereunder shall be in writing or displayed electronically in the Materials. Notices shall be deemed to have been properly given on the date first made available, if displayed in the Materials, or on the date received, if delivered in any other manner. Your access to the Materials may be terminated immediately upon notice to Owner if any change is unacceptable. Continued use of the Materials following any change constitutes acceptance of the change. You may not assign your rights or delegate your duties under this Agreement without the prior written consent of Owner.

The failure of Owner or any third-party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. Each third-party supplier of Materials has the right to assert and enforce these provisions directly on its own behalf as a third party beneficiary.

This Agreement and the agreements incorporated by reference herein, shall constitute the entire Agreement between the parties hereto, and shall be construed, interpreted and governed by the laws of the State of Texas without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in Dallas County, Texas, USA. Except as otherwise provided herein, any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto or posted by Owner with notice and opportunity for you to consent. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably effect the intention of the parties.

7. Contact Us

If you have questions about the Site, the Bridges Learning Portal, or your access to the Site, please contact us at: policies@ScottishRiteDyslexia.com