Date of Last Revision: January 26, 2018
THESE TERMS APPLY TO AND GOVERN YOUR USE OF THE WEBSITES AND SERVICES OF IRD. THESE TERMS ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITES OR USING ANY SERVICES.
The Company is the owner and operator of readingprograms.org. These Terms apply to your access to, and use of, readingprograms.org, as well as any other IRD-controlled sites, regardless of domain name or IP address (collectively, the “Websites”). These Terms also apply to all the features, applications, and services accessible through, or in connection with, the Websites and apply generally to all programs (educational courses, reading programs, or otherwise) provided by IRD as part of its educational mission (collectively, the “Services”). Certain Services may be subject to additional terms and conditions (collectively, “Additional Terms”) as may be set forth in these Terms or available through links in these Terms, and your use of such Services constitutes your agreement to all applicable Additional Terms. The Additional Terms are hereby incorporated by reference into these Terms. Further, these Terms are in addition to the terms or conditions of any other agreement you may have with IRD, for products or services, including, without limitation, terms, conditions and policies relating to educational courses and programs provided by IRD. The terms “we”, “us”, and “our” refer to IRD, and the terms “you” or “yours” refers to you, as user of the Websites and/or a recipient of Services.
BY ACCESSING AND USING THE WEBSITES AND/OR BEGINNING USE OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE DISCONTINUE ALL USE OF THE WEBSITES AND SERVICES.
If you are a student, additional policies concerning educational records may apply. Please refer to Additional Terms or other materials provided to you in connection with any Services for more information.
Account Set-Up, Account and Communication Preferences
In order to access and use certain Services or features of the Websites, you will need to register for an account. IRD will provide you with information necessary for you to set up an account, including user ID’s, in communications with you when you register for the applicable Services. By creating an account, you agree to (a) provide accurate, current and complete account information, (b) maintain and promptly update from time to time as necessary your account information, (c) maintain the security of your password and accept all risks of unauthorized access to your account and the information you provide to us, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Websites or your account. By electing to set up your account to use the Services, you consent for IRD to communicate through your account with account users who you provide access to the account for purposes of using designated Services. You accept full responsibility for any use of the Websites through your account including any access and/or use by minors.
By creating an account, you also consent to receive electronic communications from us (e.g., via email or by posting notices to the Websites). These communications may include notices about your account and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.
If you are enrolled in one of IRD’s Services, either through a participating location or online, you may be obligated to a “Code of Conduct” or “Student Code of Conduct”, which sets out policies regarding use of IRD resources and other applicable policies. In the event of any conflict between these Terms and any policy in a Code of Conduct, the Code of Conduct shall take precedence.
The Websites or the Services may provide you the opportunity to post content to discussion forums or other interactive areas like chat rooms or message boards in which you create, post or store any content (“User Content”). These areas are provided “as is”. You are solely responsible for your use of such areas and you use them at your own risk.
If you post User Content, you agree that your User Content will be accessible and viewed by others. You agree not to post, upload, transmit, distribute, store, create or otherwise publish or make available for viewing through the Websites any of the following:
(a) User Content that could disable, overburden, or impair the Websites or interfere with any other party’s use and enjoyment of the Websites in any manner;
(b) User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
(c) User Content that is intentionally false, predatory in nature, stalking conduct, defamatory, libelous, obscene, indecent, suggestive, pornographic, invasive of privacy or publicity rights, abusive, fraudulent, unlawfully threatening, unlawfully harassing, or otherwise objectionable;
(d) User Content that you know or should know contain viruses, Trojan horses, worms, time bombs, cancelbots, robots, spiders, crawlers, scrapers, scripts, browser extensions, offline reader or other automated means or interface not authorized by IRD to access the Websites to extract data, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information or materials;
(e) User Content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
(f) User Content that contains any unsolicited promotions, political campaigning, advertising or solicitations;
(g) User Content that contains any private or personal information of a third party without such third party’s consent;
(h) User Content that references alcohol irresponsibly, such as references to overconsumption or use by minors; or
(i) User Content that, in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Websites, Website Content, or Services, or that may expose IRD or others to any harm or liability of any type.
IRD is not responsible or liable for any User Content. Although we have no obligation to screen, edit, or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen, or edit User Content posted or stored on the Websites at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Websites at your sole cost and expense.
Modifications to the Websites and Services
We reserve the right in our sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Websites (or any Website content) or the provision of the Services at any time and without liability therefor.
IRD reserves the right to change or modify any of the terms and conditions contained in these Terms or any Additional Terms, at any time and in its sole discretion. If IRD changes or modifies these Terms, IRD will post the changes to these Terms on the Websites and will indicate the date these Terms were last revised. Any changes or modifications will be effective immediately upon posting of the revisions to the Websites, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of any of the Websites, Website Content, or the Services following the posting of such changes or modifications will constitute and confirm your agreement to and acceptance of such changes or modifications. It is your responsibility to regularly check the Websites to determine if there have been changes to these Terms and to review such changes. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Websites or order, receive or use the Services. If you do not agree to the Terms as amended, you must stop using the Websites and the Services.
Revocation or Suspension of Use Privileges
IRD may, in its sole discretion, terminate or suspend your access to the Websites or terminate your use of any Services for any breach of these Terms or any applicable Code of Conduct. IRD may notify you that you have breached these Terms and your account is being terminated. These actions are in addition to and not in lieu or limitation of any other right or remedy IRD may have available at law. Further, IRD shall not be liable to you or any third party for any such termination or discontinuance.
Disclaimer of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IRD, ITS PAST, PRESENT, OR FUTURE DIRECTORS, AFFILIATES, MEMBERS, EQUITYHOLDERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, or LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO ALL FORMS OF NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE WEBSITES, WEBSITE CONTENT, SERVICES OR THE USER CONTENT (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM US, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS OR SYSTEMS). IN NO EVENT SHALL THE AGGREGATE LIABILITY OF IRD, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE WEBSITES, THE WEBSITE CONTENT, SERVICES OR THE USER CONTENT EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO IRD FOR ACCESS TO OR USE OF THE WEBSITES OR SERVICES. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE IRD’S SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF.
To the fullest extent permitted by applicable law, you agree to release, indemnify and hold IRD, and its past, present, and future directors, affiliates, members, equityholders, employees, agents, third-party licensors, representatives, predecessors, successors and assigns harmless from and against any and all actual or alleged liabilities, losses, damages, claims, awards, judgements, obligations, penalties, interest, costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), fees, and expenses, including reasonable attorneys’ fees, of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to (a) any and all injury, disability, death or damage to property (tangible or intangible) arising from or relating to your use or misuse of the Websites, Website Content, or Services; (b) any User Content you create, post, share, or store on or through the Websites or any third-party social media platforms; (c) any breach of your representations or obligations under these Terms; (d) your violation of the rights of another; (e) any third party’s use or misuse of the Websites, Website Content, or Services provided to you; (f) and any infringement or violation of any intellectual property rights arising from or relating to your use of the Websites, Website Content, or Services. You further agree that IRD shall have control of the defense or settlement of any third-party Claims. The foregoing indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and IRD.
If you cause a technical disruption of the Websites or the systems transmitting the Websites, Website Content, or Services to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. IRD reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with IRD in the defense of such matter.
Governing Law and Venue
You expressly agree that exclusive jurisdiction for any dispute with IRD, or in any way relating to your use of the Websites or the Services, as applicable, resides in the courts of the State of California and you further agree and expressly consent to the exercise of personal jurisdiction in the State courts of Marin County, and the United Stated District Court for the Northern District of California, in the State California in connection with any such dispute including any claim involving IRD, its directors, affiliates, members, employees and agents.
Severability and Waiver
If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or any other terms.
Use Rights and Restrictions
Unless otherwise indicated in any Additional Terms, the Website, the Services and all content and other materials on the Websites including, without limitation, text, graphics, pictures, information, data, software, documentation, and the selection and arrangement thereof (collectively, the “Website Content”) are the proprietary property of IRD or its licensors and are protected by U.S. and international copyright and other laws. You are granted a limited license, without the right to sublicense, to access and use the Websites, the Website Content and the Services for your educational, non-commercial and personal use only. Such license is subject to these Terms, the applicable Additional Terms, if any, and any other applicable terms and conditions. Without limiting the foregoing, you expressly agree not to:
(a) resell, lease, transfer, lend, timeshare, syndicate or commercially use the Website, Website Content or the Services;
(b) decompile, reverse engineer, disassemble or otherwise attempt to derive any source code from the Website, the Website Content or the Services;
(c) distribute, publicly perform or publicly display the Websites, the Website Content or the Services;
(d) modify, adapt, translate, or create any derivative works of the Websites, the Website Content, the Services or any portion thereof;
(e) use any data mining, crawlers, spiders, robots or similar data gathering or extraction methods;
(f) remove, deface, obscure, or alter any copyright, trademark or other proprietary rights notices affixed to or provided in connection with the Websites, the Website Content or any Services;
(g) create or attempt to create a substitute or similar service or product through the use of or access to the Websites, the Website Content, the Services or any proprietary information related thereto; or
(h) use the Websites, the Website Content or the Services other than for its intended purpose.
Any use or attempted use of the Websites, the Website Content or the Services other than as specifically authorized herein, without the express prior written permission of IRD, or its licensors, is strictly prohibited and will, among other things, terminate the license granted herein. Such unauthorized use or attempted use may also violate applicable laws, including without limitation, copyright and trademark laws and applicable communications regulations and statutes. Except as explicitly stated herein, nothing in these Terms or any applicable Additional Terms shall be construed as conferring any license to any intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time, in IRD’s sole discretion.
Links to Third-Party Websites and Portals
The Websites may contain links to other websites. These links are for your convenience only, and IRD makes no representations or endorsements whatsoever regarding such other websites. For example, IRD makes no representations regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Websites or of websites link to the Websites. This includes any websites maintained by any third-party payment processors. When you link to those websites, you leave the Websites. Such sites are not under our control, and we are not responsible for the contents of any linked site, any link contained in a linked site, or any review, changes, or updates to such sites. Further, we have no control over the business practices of policies of operators of such sites including those of any third-party payment processors. The inclusion of any link on the Websites does not imply that IRD endorses the linked site. Your use of any links is at your own risk. You further acknowledge and agree that IRD shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance upon any goods, services, or materials available on or through such link, site, or resource. You should review the terms and conditions of use of such other websites carefully before providing any information to such website. IRD is not responsible for the terms and conditions of use, procedures or the content of any other website.
We may display content, advertisements and promotions from third parties through the Websites, Website Content, or in connection with Services (collectively “Third-Party Content”). IRD does not control, endorse or adopt any Third-Party Content, and we make no representations or warranties of any kind regarding such Third-Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third-Party Content are solely between you and such third parties, and that IRD is not responsible or liable in any manner for such interactions or Third-Party Content. This includes any Third-Party Content of any applicable payment processing provider.
Arbitration. Any dispute, controversy, or claim arising out of or relating to the relationship of the parties or these Terms, or the breach or termination thereof, shall be finally settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Arbitration Rules. Any judgment on the award rendered by the arbitrator, which shall be final and binding on the parties, may be entered and enforced in any court having jurisdiction thereof.
The Arbitral Panel. The arbitral panel shall consist of a single neutral arbitrator to be agreed upon by the parties within twenty (20) days of respondent’s receipt of the request for arbitration, or to be appointed by the AAA in default of such an agreement. Whether the decision-rendering body consists of a single arbitrator or a panel of arbitrators, such body is referred to herein as, the “Arbitral Panel.” The seat and place of the arbitration proceedings shall be Marin County, California, United States of America. The arbitration shall be held, and the award shall be rendered, in the English language.
Procedure. The Arbitral Panel shall apply such rules of procedure as it thinks appropriate under the circumstances; provided, however, that both parties shall be entitled to representation by counsel, to appear and present written and oral evidence and argument, and to cross-examine witnesses presented by the other party. The Arbitral Panel shall not have or exercise the powers of an amiable composter. The arbitral award shall be in writing and the Arbitral Panel shall provide written reasons for its award. The Arbitral Panel shall have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. Except as may be required by law, neither a party nor the Arbitral Panel may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
Individual Claims. You agree that any dispute, controversy, or claim arising out of or relating to the relationship of the parties or these Terms, or the breach or termination thereof, shall be brought solely on an individual basis, and you agree that these Terms do not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The Arbitral Tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the Terms herein governing Dispute Resolution will remain in full force and effect. For the avoidance of doubt, any dispute arising with respect to or regarding the interpretation of this paragraph shall be adjudicated by the Arbitral Panel.
It is IRD’s policy to respond to claims of copyright infringement related to the Websites or Website Content. We will promptly process and investigate notices of alleged infringement by third parties and will take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (the “DMCA”), where applicable.
Pursuant to the DMCA, notifications of claimed copyright infringement by third parties should be sent to IRD’s Designated Agent. If you believe that your copyrighted work has been infringed under U.S. copyright law and is accessible on the Websites, please notify us by contacting our designated agent. Even if you believe that the alleged infringing work was not posted by a third party, please send all notifications of claimed copyright infringement to the contact listed below.
Upon receipt of a valid notification of alleged copyright infringement by a third party, IRD shall remove or disable access to the material identified in the notice, forward the written notification to the alleged infringer, and take reasonable efforts to notify the alleged infringer that it has removed or disabled access to this material.
If you have questions about the Services or the Websites, please contact:
By email: email@example.com
By postal mail:
Institute of Reading Development
5 Commercial Blvd.
Novato, California 94949
Effective: January 26, 2018