If you are using 3GStrong products or services as a member of a School or District that has a separate written agreement with 3GStrong, that agreement, to the extent it conflicts with this Agreement, will govern your use of the Sites and these terms and conditions as written below do not apply to you.
- THE SITES
User may also elect to have 3GStrong provide professional services in connection with the Sites. Any professional services to be provided by 3GStrong to User shall be set forth in a separate professional services agreement between 3GStrong and User.
- RESTRICTIONS ON USE
User shall not, and shall cause its employees, agents, third party service providers, or other designated persons (its "Representatives") not to, take any of the following actions: (a) creating or enabling the creation of derivative works, modifications, or adaptations of the Sites; (b) decompiling, reverse engineering or disassembling the Sites, (c) distributing or disclosing the Sites to third parties; (d) removing or modifying any proprietary marking or restrictive legends placed on the Sites; or (e) using any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the Sites.
- ACCESS TO THE 3GSTRONG CONTENT
3GStrong shall provide Users with access to content through the Sites (the "3GStrong Content"). All use of the 3GStrong Content is subject to the terms herein as well as any additional terms agreed to by the parties in connection with such 3GStrong Content and/or posted on the Sites. The Sites shall also be available to individuals enrolled in one or more courses or classes of User (each, a "Student") through a unique username and password.
No User may share or distribute to a third party any User screen name or password for accessing the 3GStrong Content. Users may access and use materials from the 3GStrong Content for their own research or study only. Only you are to access the Sites and/or the 3GStrong Content using your username or password. If we have reason to believe you have shared your password information or access to your account or have used the Sites in violation of the provisions herein, we may suspend or terminate your account and refuse any and all current or future use of the Sites. Users may not otherwise copy, transmit, rent, forward, lend, sell, or modify any materials from the 3GStrong Content or modify or remove any proprietary notices contained therein, or create derivative works based thereon.
- TERM AND TERMINATION
- EFFECT OF TERMINATION OR EXPIRATION
User's right to use the Sites shall end immediately upon any termination or expiration of this Agreement, and User shall immediately cease any use of the Sites upon such termination. The following provisions shall survive any termination or expiration of this Agreement: Section 3 ("Restrictions on Use"), this Section 6 ("Effect of Termination or Expiration"), Section 7 ("Intellectual Property Rights"), Section 8 ("Confidentiality/Data Privacy"), Section 9 ("Disclaimer of Warranties"), Section 10 ("Indemnification"), Section 16 (“Disputes, Binding Arbitration, and Class Action Waiver”), and Section 18 ("Miscellaneous").
- INTELLECTUAL PROPERTY RIGHTS
No intellectual property rights of any kind are assigned or transferred to User under this Agreement. User's license with respect to the Sites and any other materials provided hereunder is only as expressly set forth in this Agreement. User shall have no right to use the Sites for any purpose other than as set forth herein. User shall not challenge, or assist any person or entity in challenging, 3GStrong's right, title, and interest in the Sites.
Although we encourage you to e-mail us, you should not e-mail us anything that contains confidential information or personally identifiable information. Please refer to the Privacy Notice with regard to how we handle your personal information. By e-mailing us or otherwise providing content to us, including but not limited to feedback, questions, comments, suggestions, and the like (collectively, "User Content"), you agree we may use any non-personally identifiable ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.
- CONFIDENTIALITY/DATA PRIVACY
The parties acknowledge and agree that, as a result of entering into and performing this Agreement, each party (the "Receiving Party") has and will have access to certain confidential information ("Confidential Information") of the other party (the "Disclosing Party"). "Confidential Information" means all information provided by the Disclosing Party to the Receiving Party hereunder that is (i) proprietary and/or non-public information related to the past, present and future business activities of the Disclosing Party, its subsidiaries, and its affiliates; (ii) information relating to the Disclosing Party's business plans, pricing, financial information, methods, processes, code, data, information technology, network designs, passwords, and sign-on codes; (iii) the terms of this Agreement; and/or (iv) any other information that is designated as confidential by the Disclosing Party. Confidential Information of 3GStrong shall also include the Sites.
APPLICABLE PRIVACY LAW
Subscriber is familiar with and agrees to be responsible for compliance with the Children's Online Privacy Protection Act of 1998 ("COPPA"), the Family Educational Rights and Privacy Act and the US Department of Education's implementing regulations at 34 CFR Part 99 (collectively, "FERPA"); and all other applicable country and state laws, rules or regulations concerning the collection, use, and disclosure of Personally Identifiable Information about End Users accessing the Sites that are the subject of this Agreement (collectively, "Applicable Privacy Law"). "Personally Identifiable Information", or "PI", shall mean any information relating to an identified or identifiable natural person (a "data subject") including personal data as defined under applicable local law. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 3GStrong acknowledges that in the course of Subscriber's use of the Sites, End Users' Personally Identifiable Information may be disclosed to 3GStrong. 3GStrong agrees that it will comply with the requirements of Applicable Privacy Law concerning the confidentiality and release of Personally Identifiable Information. 3GStrong acknowledges that it will be considered a "School Official" (as that term is used in FERPA) and agrees that it will comply with the requirements in FERPA concerning the confidentiality and release of Personally Identifiable Information. Per such requirements, 3GStrong agrees that under Applicable Privacy Law, officers, employees, and agents of 3GStrong who access Personally Identifiable Information may use such data only for the purposes for which such data has been made available to 3GStrong. 3GStrong and its contractors, suppliers and licensors shall only use Personally Identifiable Information for the purpose of facilitating the performance, delivery or use of the Sites. 3GStrong shall enable Subscriber to maintain compliance with Applicable Privacy Law in connection with Subscriber's use of the Sites. For further information about 3G Strong's data privacy and security practices, please read our Privacy Notice.
All information concerning Subscriber ("Subscriber Data") and Personally Identifiable Information concerning End Users shall belong to Subscriber and shall be considered Confidential Information of Subscriber subject to the terms and conditions of this Agreement. Subscriber assumes sole responsibility for: (a) providing any notices and obtaining any consent needed to the extent required under COPPA or other Applicable Privacy Law in connection with the collection, use and/or disclosure of Personally Identifiable Information from End Users; (b) providing a reasonable means for End Users or End Users' parents, as applicable, to review Personally Identifiable Information provided by End Users to the extent required by COPPA or other Applicable Privacy Law; and (c) establishing and maintaining reasonable procedures to protect the confidentiality, security, and integrity of the Personally Identifiable Information.
As a service provider to Subscriber, 3GStrong will establish and maintain reasonable procedures in accordance with its policies and practices and Applicable Privacy Law to protect the confidentiality, security, and integrity of Personally Identifiable Information and Subscriber Data received by 3GStrong in connection with provision of the Sites to Subscriber. Subscriber acknowledges and agrees that 3G Strong has the right to use the Personally Identifiable Information and Subscriber Data collected in connection with provision of the Sites for (a) purposes of performing its obligations under this Agreement, and (b) for research purposes in connection with proving the effectiveness of the Sites, quality control and the development of revised or new products or services ("Research Purposes"), provided that such Personally Identifiable Information and Subscriber Data will be used by 3GStrong for Research Purposes only in the aggregate and so that the privacy of the individual's Personally Identifiable Information will be maintained.
- DISCLAIMER OF WARRANTIES
3GSTRONG DOES NOT WARRANT THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THE SITES ANY OTHER MATERIALS OR SITES PROVIDED HEREUNDER (COLLECTIVELY, THE "MATERIALS"). THE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL DEFECTS. 3GSTRONG EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, 3GSTRONG MAKES NO WARRANTY THAT (i) THE MATERIALS WILL MEET THE REQUIREMENTS OF USER, (ii) THE SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY 3G STRONG, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. To the extent that 3GStrong may not as a matter of applicable law disclaim an implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.
You agree to defend, indemnify, and hold harmless 3GStrong and our officers, directors, employees, successors, licensors, service providers, and assignees from and against any claims, actions, demands, liabilities, losses, damages, costs and expenses including, without limitation, reasonable legal and accounting fees, arising from or relating to your breach of this Agreement or your access to, use, or misuse of the 3GStrong Content or our Sites. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR TO ANY OTHER PERSON CLAIMING RIGHTS DERIVED FROM SUCH PARTY'S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO, LOST TIME, LOST MONEY, LOST DATA, LOST PROFITS OR GOOD WILL, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN WITH RESPECT TO ANY USE OF THE MATERIALS OR OTHERWISE ARISING FROM OR RELATING TO THESE TERMS OF SERVICE AND IN NO EVENT SHALL THE LIABILITY OF 3G STRONG OR ITS LICENSORS FOR WHATEVER CAUSE EXCEED THE FEES PAID BY YOU IN CONNECTION WITH YOUR USE OF THE MATERIALS DURING THE THEN CURRENT TERM OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. To the extent the foregoing exclusion of liability is not permitted under applicable law, 3G Strong's liability in such case will be limited to the greatest extent permitted by law.
- COMPLIANCE WITH APPLICABLE LAWS . We control and operate our Sites from our offices in the United States of America. We do not represent that materials on our Sites are appropriate or available for use in other locations. Persons who choose to access our Sites from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. All parties to these terms and conditions waive their respective rights to a trial by jury.
- PRICES AND PAYMENT TERMS.
All prices posted on our websites are subject to change without advance notice. The price charged for the Product will be the price posted on our website at the time the order is placed and will be set out in your Order Confirmation. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total amount due. We are not responsible for pricing, typographical, or other errors and we reserve the right to cancel any orders arising from such errors.
We currently use third parties to process payments. Our third-party payment processors ("Payment Processor") accept payments through various credit cards, including Visa, MasterCard, American Express, and Discover, as detailed on the applicable payment screen. You must provide current, complete, and accurate payment information in order to complete a purchase. You should immediately contact your card issuer, and promptly notify us and change your password as soon as possible if your payment information is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as if your username or password is lost or stolen or you believe there has been unauthorized disclosure or use of your account.
- NOT FOR RESALE OR EXPORT.
You agree that your subscription is for your own use, not for resale, export, re-export, or transfer. Your purchase is subject to, and you are responsible for, compliance with the export control and economic sanctions laws of the United States and other applicable jurisdictions ("Export Laws"). Your purchase may not be sold, leased, or transferred to restricted countries, restricted end users, or for restricted end uses according to the Export Laws.
- THIRD-PARTY SERVICES.
- PRODUCT SUBSCRIPTIONS AND AUTO-RENEWALS.
Your subscription is subject to auto-renewal. This means that your subscription will automatically renew for a given term as communicated to you in the manner described below without any further action taken by you. Auto-renewal ensures continued access to the Sites until you cancel your subscription, with no need to keep track of renewal dates. Subscription periods shall commence upon the date of your subscription. We will automatically renew your subscription on the applicable renewal dates presented to you on the Product checkout page using the payment method you used to pay for the initial subscription, until you cancel your subscription. You must cancel your subscription 30 days before it automatically renews at the end of the then-current subscription period (or free trial if applicable) in order to avoid renewal charges. 3GStrong will make commercially reasonable efforts to notify you 45 days prior to the notice date, but the responsibility to terminate prior to the autorenewal date is yours. Your access is conditioned upon timely payment of the applicable subscription fee. You will not have access to the relevant subscription Product beyond your then-current paid period if your subscription is cancelled, allowed to lapse, or terminated for non-payment.
You may cancel your subscription by following the directions for cancellation in your Order Confirmation or by signing into your account, visiting your account information page, and following the instructions for cancellation or opt out for auto-renewal, or by contacting [email protected] You may cancel a subscription at any time, but the cancellation will only become effective at the end of your current billing period (or free trial if applicable). If you cancel your subscription in the middle of a billing cycle, you will not receive a refund of any prepaid subscription fees. Cancellation will only take effect at the end of your current billing period (or free trial if applicable) and we will allow you to access the Sites until your most recently paid-up subscription period ends.
- DISPUTES, BINDING ARBITRATION, AND CLASS ACTION WAIVER.
GOVERNING LAW. These Consumer Purchase Terms and the relationship between you and 3G Strong will be governed by the laws of the State of Texas without regard to its conflict of law provisions.
ARBITRATION. You and 3GStrong agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Sites under the rules of the American Arbitration Association Rules for Arbitration of Consumer-Related Disputes, except with respect to disputes arising out of (i) violations of our intellectual property rights or (ii) individual claims made in small claims court. Any such arbitration will be conducted in Collin County in the State of Texas. You covenant not to sue 3G Strong in any other forum. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration.
- FORCE MAJEURE.
We will not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in our performance (including a delay in access to the Sites) under this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, quarantines, lockdowns, lockouts, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage.
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions with respect to the subject matter of this Agreement, and neither party has relied upon any representation, express or implied, not contained in this Agreement. Neither party will be liable to the other party for any consequential, incidental, indirect, punitive or special damages arising from or relating to this Agreement. The rights and remedies of the parties are cumulative and not alternative. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. No modification of or amendment to this Agreement will be effective unless in writing signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties' intent. User may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of 3GStrong, which consent 3GStrong may grant or withhold in its sole and absolute discretion. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Any purported or attempted assignment or other transfer or delegation in violation of this Section shall be null and void.