Please read this terms of service agreement (the “Terms of Service”) carefully. These Terms of Service govern your access to and use of the products, services, and resources available on the services (the “Service” or “Services”) provided by Frontline Technologies Group LLC dba Frontline Education (“Frontline”).
By accessing or using any service or clicking on the “I Accept” button, you agree that (1) you have read and agree to be bound by these Terms of Service, (2) you are of legal age to form a binding contract with Frontline, and (3) you have the authority to enter into these Terms of Service personally or on behalf of the entity for which you are using the Service (e.g., your employer). If you have entered into a separate written agreement with Frontline governing use of the Services (a “Frontline Customer Agreement”), the terms of such Frontline Customer Agreement, and not these Terms of Service, will govern your relationship with Frontline.
Please be aware that section 1.3 of these Terms of Service, below, contains your opt-in consent to receive communications from us, including via e-mail, text message, calls, and push notification. The term “you” refers to any individual using the Services on his or her own behalf or, if any individual is using the Services on behalf of an entity (e.g., an employer), then to the applicable entity. These Terms of Service are effective the date on which you first access or use any service or click on the “I Accept” button (the “Effective Date”). If you do not agree to be bound by these Terms of Service, you may not access or use the Services.
- Use of the Services and Frontline Technology
- Access Grant. Subject to the terms and conditions set forth in these Terms of Service, Frontline grants you a limited, non-exclusive, non-transferable right to access the Services to which you have been provided Access Credentials (as defined in Section 2.3 below) by Frontline, your employer, or any entity that is party to an agreement with Frontline for use of the applicable Service and the technical manuals, instructions, user information, training materials, and other documentation that accompany the Service and contain its technical specifications, as amended from time to time (“Documentation”) solely for internal use in the ordinary course of your or your employer’s business, during the Term. All rights, title, and interest to the Services, the software and technology underlying the Services, the Documentation, and any other materials provided by Frontline (collectively, “Frontline Technology”) are expressly reserved and retained by Frontline or its licensors, including any program or other application that is designed to integrate and be used with the Services, whether or not developed independently by Frontline, and all improvements, modifications and intellectual property rights therein. You will not (i) sell, license, lease, transfer, assign, reproduce, distribute, export, sublicense, or otherwise commercially exploit the Frontline Technology except as specifically allowed in these Terms of Service, or its license rights thereto, to any other person, organization or entity, including through rental, timesharing, service bureau, subscription, hosting, or outsourcing the Frontline Technology (whether or not such sublicense, hosting or outsourcing is by you or for you or your employer, as applicable); (ii) frame or utilize framing techniques to enclose any trademark, logo, or other Frontline Technology (including images, text, page layout or form); (iii) use any metatags or other “hidden text” using Frontline’ name or trademarks; (iv) modify, translate, adapt, merge, or attempt to create any derivative version of any Frontline Technology; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any Service; (vi) access Frontline Technology in order to build a similar or competitive Service; (vii) remove or modify any marking or notice on or displayed through the Frontline Technology, including those related to Frontline’s or its licensors’ proprietary rights in and to any of the Frontline Technology; or (viii) de-compile, decrypt, reverse engineer, disassemble, or otherwise reduce any software to human-readable form. Without limiting the foregoing, you may not sublicense, outsource, or otherwise grant access to the Frontline Technology to any third-party vendor without Frontline’s prior written consent.
- Frontline Communications. You agree that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Frontline may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Frontline and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send.
- Registering Your Account. In order to access any Service, you may be required to become a Registered User. For purposes of these Terms of Service, a “Registered User” is a user who has registered an account through a particular Service (“Account”).
- Registration Data. In registering an account through a Service, you agree to (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You represent that you are (1) at least 13 years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Frontline Technology under the laws of the United States, your place of residence, or any other applicable jurisdiction. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Frontline has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, Frontline has the right to suspend or terminate your Account and refuse any and all current or future use of Frontline Technology (or any portion thereof). You agree you will not create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you will not have more than one Account at any given time. Frontline reserves the right to remove or reclaim any usernames at any time and for any reason, including, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Frontline Technology if you have been previously removed by Frontline, or if you have been previously banned from any of Frontline Technology.
- Access Credentials. You may not share your Account or password (your “Access Credentials”) with anyone, and you agree to (i) notify Frontline immediately of any unauthorized use of your Access Credentials or any other breach of security; and (ii) exit from your Account at the end of each session. You are responsible for all activities that occur under your Access Credentials. You agree that you will monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Frontline Technology by minors.
- Your Account. 2.4. Your Account. Notwithstanding anything to the contrary, you agree that you will have no ownership or other property interest in your Account, and you further agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Frontline.
- Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Frontline Technology. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Frontline Technology.
- User Content.The Frontline Technology may enable you to provide, upload, link to, transmit, display, store, process, and otherwise use text, files, images, graphics, illustrations, information, data (including Personal Data as that term is defined in applicable laws), audio, video, photographs, and other content and material in any format (collectively, “User Content”) in connection with the Frontline Technology. You acknowledge that Frontline has no obligation to pre-screen User Content, although Frontline reserves the right in its sole discretion to pre-screen, refuse or remove any User Content. By accepting these Terms of Service, you provide your irrevocable consent to such monitoring. You agree that you have no expectation of privacy concerning the transmission of User Content, including without limitation chat, text, or voice communications. You will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all of User Content. You will provide any notices and obtain any consents (including consent of any parent or guardian for any minor) related to your use of the Services and Frontline’s provision of the Services, including those related to the collection, use, processing, transfer, and disclosure of Personal Data. You agree that you must properly enter data, information, and other User Content and configure settings within the applicable Services for such Services to operate properly. You will verify the accuracy of any of the User Content, forms, workflow, and configuration settings entered on the Services. Frontline will not have any liability arising from the inaccuracy of scoring, completeness, use of or reliance on the information contained in the extract of data from any Service under this Terms of Service. If Frontline pre-screens, refuses, or removes any User Content, you acknowledge that Frontline will do so for Frontline’s benefit, not yours. Without limiting the foregoing, Frontline will have the right to remove any User Content that violates the Terms of Service or is otherwise objectionable. You assume the sole responsibility for the selection of the Services to achieve your intended results, the use of the Services, and the results attained from such selection and use. You state that you are the owner of the User Content, or have obtained permission for such use from the owner of the User Content, including evaluation frameworks or rubrics uploaded into or using the Services. As to any content or data made available to Frontline, you state that you have notified and obtained consent from all necessary persons (including parents, students, teachers, interns, aides, principals, other administrative personnel, and classroom visitors), and have taken all other actions that may be necessary to ensure that use of the products, services, or related materials provided or produced complies with all applicable laws and regulations as well as school or district policies. Subject to any applicable account settings that you select, you grant Frontline a fully-paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display your User Content (in whole or in part) for the purposes of operating and providing Services to you and to our other Registered Users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in your User Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Frontline, are responsible for all User Content that you make available on or in the Services. Unless expressly agreed to by Frontline in writing elsewhere, Frontline has no obligation to store any of your User Content that you make available on the Services. Frontline has no responsibility or liability for the deletion or accuracy of any User Content; the failure to store, transmit, or receive transmission of User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Services. Certain Services may enable you to specify the level at which such Services restrict access to your User Content. You are solely responsible for applying the appropriate level of access to your User Content. If you do not choose, the system may default to its most permissive setting. You agree that Frontline retains the right to create reasonable limits on Frontline’s use and storage of the User Content, including your User Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Services and as otherwise determined by Frontline in its sole discretion.
- Feedback.You agree that submission of any ideas, suggestions, documents, or proposals to Frontline by any means and in any medium (“Feedback”) is at your own risk and that Frontline has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You state that you have all rights necessary to submit the Feedback. You grant to Frontline a fully-paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Frontline Technology or Frontline’s business.
- Integration. You may, with or without Frontline’s assistance, integrate or otherwise use the Services in connection with third-party courseware, training, and other information and materials of third parties (“Third-Party Materials”) and Frontline may make certain Third-Party Materials available in connection with the Services. You acknowledge and agree that (a) Frontline is authorized to provide User Content to a speciﬁed third party or permit such third party to have access to User Content in connection with the Third-Party Materials; and (b) Frontline does not control and is not responsible for, does not warrant, support, or make any representations regarding (i) Third-Party Materials, (ii) User Content provided in connection with such Third-Party Materials, including a third party’s storage, use or misuse of User Content, or (iii) your uninterrupted access to Third-Party Materials. You understand that the use of any Service may involve the transmission of User Content over the Internet and over various networks, only part of which may be owned or operated by Frontline, and that Frontline takes no responsibility for data that is lost, altered, intercepted, or stored without your authorization during the transmission of any data whatsoever across networks whether or not owned or operated by Frontline.
- Hosting.The Services will be hosted by an authorized subcontractor (the “Hosting Service Provider”) that has been engaged by Frontline and will only be accessed by you on websites, using your or your employer’s computers. As part of the Services, the Hosting Service Provider will be responsible for maintaining a backup of User Content. The Hosting Service Provider is an independent third party not controlled by the Frontline. Accordingly, in no event will Frontline be liable for any direct, general, special, incidental, indirect, or consequential damages whatsoever (including but not limited to loss or damage to data, damages for loss of business profits, business interruption, loss of information or any other pecuniary loss) arising out of the use of or inability to use any service, due to problems (including but not limited to errors, malfunctions) associated with the functions of servers maintained by the hosting service provider, even if Frontline has been advised of the possibility of such damages.
- Your Responsibilities. You agree that: (a) you will review any calculations made by using the Services and satisfy yourself that those calculations are correct; and (b) if you use the Services for reimbursement or payment from Medicaid and other government agencies, Frontline will have no responsibility, and you or your employer, as applicable, will have sole responsibility, to submit information and claims for such reimbursement or payment. Frontline does not warrant that the Services, or the results derived there from, will meet your requirements, or that the operation of the Services will be uninterrupted or error-free.
Fees and Purchase Agreement; Purchase Orders.
- Sale of Service, not Software. The purpose of these Terms of Service is for you to secure access to the Services. All fees specified and paid by you under these Terms of Service will be considered solely in furtherance of this purpose. In no way are these fees paid considered payment for the sale, license, or use of the software and technology underlying the Services, and, furthermore, any use of such software and technology by you in furtherance of this Terms of Service will be considered merely in support of the purpose of this Terms of Service.
- Orders and Purchase Orders. An “Order” is a document that specifies the Services ordered and the fees to be paid. An Order may take the form of: (a) an electronic form (e.g., an order placed online through a Frontline website), (b) an order form generated by Frontline and executed by both parties, or (c) a purchase order that you submit and pursuant to which you are provided access to the Services. Unless you have entered into a separate Frontline Customer Agreement, your access to and use of any Services is governed by these Terms of Service and the terms of the applicable Order, provided however that the only terms contained in a purchase order that will have any force or effect are the Services ordered and the price to be paid. All other terms contained in any purchase order are expressly rejected. All fees and charges will be specified in the applicable Orders. Except as otherwise provided in the applicable Orders, Frontline will invoice you in U.S. Dollars and you will pay all fees, charges, and expenses within 30 days of the date of an invoice via check or ACH. Without prejudice to its other rights and remedies, if Frontline does not receive any payment by the due date set forth in the applicable Orders, Frontline may assess a late payment charge on the unpaid amount at the rate of 1.5% per month or the highest rate allowed under applicable law, whichever is less. If for any reason Frontline’s personnel travel to your facility or otherwise in connection with the Services under these Terms of Service or the applicable Orders, you will be responsible for the reasonable costs of transportation, lodging, meals, and the like for Frontline’s personnel.
- Payment. For certain Services you may elect, or you may be required, to provide a valid credit card. By submitting the credit card, you authorize us to charge to your credit card the fees or charges applicable to your Account as specified in any Order, or if any Order is renewing automatically as provided in Section 14, in accordance with the fees, charges, and billing terms in effect at the time off the renewal and a fee or charge is due and payable. You agree that Frontline is not required to provide you any additional notice. Your agreement with your credit card issuer governs your use of the designated credit card and you must refer to that agreement to determine your rights and liabilities in connection with your use of your credit card. You agree to immediately notify Frontline of any change in your billing address or the credit card used for payment.
- Sales Taxes. Frontline’s fees are net of any applicable sales tax that may be due in connection with the Services provided under these Terms of Service. If Frontline determines it has a legal obligation to collect a sales tax from you in connection with these Terms of Service, Frontline shall collect such sales tax in addition to any fees described. If any Services, or payments for any Services, under these Terms of Service are subject to sales tax in any jurisdiction and you have not remitted the applicable sales tax to Frontline, you will be responsible for the payment of such sales tax and any related penalties or interest to the relevant tax authority, and you will indemnify Frontline for any liability or expense we may incur in connection with such sales tax. Upon Frontline’s request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “sales tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
- Withholding Taxes. You agree to make all payments of fees to Frontline free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Frontline will be your sole responsibility, and you will provide Frontline with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
- Automatic Renewal. Your Order may continue indefinitely until terminated in accordance with these Terms of Service (see Section 14). After the initial term of your Order, and again after any subsequent terms, your Order will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period in accordance with Section 14, at Frontline’s then-current price for such Services. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least 30 days prior to the Renewal Commencement Date (or in the event that you receive a notice from Frontline that your subscription will be automatically renewed, you will have 30 days from the date of the Frontline notice), by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your Services, please contact Frontline at: Frontline Education, Attn: Legal Department, 1400 Atwater Drive, Malvern, PA 19355, or log in and go to the “Change/Cancel Membership” page on your “Account Settings” page. If you cancel your Services, you may use your Services until the end of your then-current term; your Services will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the fees paid for the then-current term. By accessing the Services, you authorize Frontline to charge your credit card now, and again at the beginning of any subsequent term. Upon renewal of your Services, if Frontline does not receive payment from your credit card, (a) you agree to pay all amounts due on your Account upon demand, and (b) you agree that Frontline may either terminate or suspend your Services and continue to attempt to charge your credit card until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Services commitment period will begin as of the day payment was received).
- Violations. If Frontline becomes aware of any possible violations by you of these Terms of Service, Frontline reserves the right to investigate such violations. If, as a result of the investigation, Frontline believes that criminal activity has occurred, Frontline reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Frontline is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Frontline Technology, including User Content, in Frontline’s possession in connection with your use of Frontline Technology, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Terms of Service; (c) respond to any claims that any of your User 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 Frontline or the public, and all enforcement or other government officials, as Frontline in its sole discretion believes to be necessary or appropriate.
- Breach. If Frontline determines, in its sole discretion, that you have breached any portion of these Terms of Service, or have otherwise demonstrated conduct inappropriate for Frontline Technology, Frontline reserves the right to:
- Warn you via e-mail (to any e-mail address you have provided to Frontline) that you have violated the Terms of Service;
- Delete any User Content provided by you or your agents to Frontline Technology;
- Discontinue your registrations with the any of Frontline Technology, including any Services;
- Discontinue your access to and use of any Services;
- Notify or send User Content to and fully cooperate with the proper law enforcement authorities for further action; or
- Pursue any other action which Frontline deems to be appropriate.
Warranties and Disclaimers.
- Mutual. Each party states that the party’s execution, delivery, and performance of these Terms of Service (a) have been authorized by all necessary action of the governing body of the party; (b) do not violate the terms of any law, regulation, or court order to which such party is subject or the terms of any agreement to which the party or any of its assets may be subject; and (c) are not subject to the consent or approval of any third party.
- By You. You state that you have the full legal right to provide the User Content and that the User Content will not (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of failure to obtain consent to provide Personal Data or otherwise private information about a person; (b) violate any law, statute, ordinance, regulation, or agreement, including school or district policies; or (c) constitute disclosure of any confidential information owned by any third party.
- By Frontline. Frontline states that the Services will perform substantially in accordance with the specifications specifies in the then-current Documentation for 90 days after the Effective Date of these Terms of Service. In the event of a non-conformance of any Service, reported to and verified by Frontline, Frontline will make commercially reasonable efforts to correct such non-conformance. Your sole remedy is limited to the replacement, repair, reperformance, or refund, at Frontline’s option, of defective Services. Notwithstanding the foregoing, any Third-Party Materials will be subject only to such third-party terms and any warranties therein.
- Disclaimers. You expressly understand and agree that to the extent permitted by applicable law, your use of the services is at your sole risk, and the services are provided on an “as is” and “as available” basis, with all faults. Except as expressly provided in these Terms of Service, Frontline and its licensors expressly disclaim all warranties, representations, and conditions of any kind, whether express, implied, or statutory, as to any aspect of the services or other products, including warranties of merchantability and fitness for a particular purpose. Frontline and its licensors do not warrant that the services or other Frontline Technology will be uninterrupted, or error-free; nor do they make any warranty as to the results that may be obtained from use of the services or other Frontline Technology.
- Confidential Information. “Confidential Information” means any nonpublic information of Frontline, whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that you know or should have known is the confidential or proprietary information of Frontline. Information will not constitute Frontline’s Confidential Information if it (i) is already known by you without obligation of confidentiality; (ii) is independently developed by you without access to or use of Frontline’s Confidential Information; (iii) is publicly known without breach of these Terms of Service; or (iv) is lawfully received from a third party without obligation of confidentiality. You will not use or disclose any Confidential Information except as expressly authorized by these Terms of Service and will protect Frontline’s Confidential Information using the same degree of care that it uses with respect to its own confidential information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. You may disclose Confidential Information to your affiliates, employees, and representatives as necessary to perform your obligations or exercise your rights under these Terms of Service and will cause such affiliates, employees, and representatives to comply with confidentiality restrictions consistent with this Section. You will take prompt and appropriate action to prevent unauthorized use or disclosure of Frontline’s Confidential Information. If any Confidential Information must be disclosed to any third party by reason of legal, accounting, or regulatory requirements, you will promptly notify Frontline of the order or request and permit Frontline (at its own expense) to seek an appropriate protective order.
- Indemnification. You will indemnify Frontline and its officers, directors, employees, and agents from all liabilities, claims, expenses, and losses (including attorneys’ fees and expenses) arising from or related to any breach by you of these Terms of Service, including failure to obtain consent to provide Personal Data or otherwise private information about a person.
- Limitations of Liability. Other than the fees, charges and expenses payable pursuant the Terms of Service, in no event will either party be liable to the other party or any third party for indirect, incidental, special, consequential, or punitive damages, whether foreseeable or unforeseeable, of any kind whatsoever (including lost profits) arising from or relating to these Terms of Service or the use or non-use of the Services. Notwithstanding anything contained in these Terms of Service to the contrary, in no event will Frontline’s total liability arising from or relating to these Terms of Service, whether based on warranty, contract, tort (including negligence), product liability, or otherwise, exceed the lesser of (a) the total amounts paid to Frontline during the twelve months immediately preceding the events giving rise to such claims, or (b) one hundred dollars. Each party agrees that the warranty disclaimers and liability and remedy limitations in these Terms of Service are material, bargained for provisions of these Terms of Service and that fees and consideration payable reflects these disclaimers and limitations.
- Term and Termination. This Terms of Service will be in effect for as long as any Order is in effect. Unless otherwise specified in any Order or if otherwise terminated in accordance with these Terms of Service, each Order will be in effect for a period of 12 months from its effective date and each Order will automatically renew for successive 12 month terms unless one party notifies the other party of non-renewal in writing at least 60 days prior to the end of the current term (the “Term”). You may terminate any Order at any time, in whole or in part, for any reason or no reason, on 60 days’ prior written notice. Frontline may terminate any Order at any time, in whole or in part, for any reason or no reason, with or without notice. Either party may terminate any Order or all Orders if the other party materially breaches these Terms of Service or any Order and does not cure such breach within 30 days after written notice of such breach. Upon the termination or expiration of these Terms of Service or an Order, as applicable, you (a) will immediately cease using the Services and (b) for a period of 30 days, may request a copy of User Content that is in Frontline’s possession in the format retained by Frontline. You understand that after a 30-day period, Frontline may delete your User Content. Frontline will not have any liability whatsoever to you for any suspension or termination, including for deletion of User Content. All provisions of these Terms of Service which by their nature should survive, will survive termination of the Terms of Service, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
- No Subsequent Registration. If your registration with or ability to access Services, or any other Frontline community is discontinued by Frontline due to your violation of any portion of these Terms of Service or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any Frontline community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. If you violate the immediately preceding sentence, Frontline reserves the right, in its sole discretion, to immediately take any or all the actions set forth in these Terms of Service without any notice or warning to you.
- Export Control. You may not use, export, import, or transfer Frontline Technology except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Frontline Technology, and any other applicable laws. In particular, Frontline Technology may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Frontline Technology, you state that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Frontline Technology for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons. You agree that products, services or technology provided by Frontline are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Frontline products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Dispute Resolution. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Frontline and limits the way you can seek relief from us.
- Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Frontline Technology, or to any aspect of your relationship with Frontline, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Frontline may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without limitation, to all disputes or claims and request for relief that arose or were asserted before the Effective Date of these Terms of Service or any prior version of these Terms of Service.
- Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent, The Corporation Trust Company, at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing, or other fees and cannot obtain a waiver from JAMS, Frontline will pay them for you. In addition, Frontline will reimburse all such JAMS’s filing, administrative, hearing or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Authority of Arbitrator. The arbitrator will have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement, and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Frontline. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms of Service (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- Waiver of Jury Trial. You and Frontline waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and Frontline are instead electing that all disputes, claims, or request for relief will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms of Service as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Other Non-Individualized Relief. All disputes, claims, and requests for relief within the scope of this Arbitration Agreement must be arbitrated on an individual basis and not on a class or collective basis, only individual relief is available, and claims of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought in the State or Federal Courts located in the State of Pennsylvania. All other disputes, claims, or requests for relief shall be arbitrated.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to (a) the following address: Frontline Education, Attn: Legal Department, 1400 Atwater Drive, Malvern, PA 19355, or (b) the following email address: firstname.lastname@example.org, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Frontline username (if any), the email address you used to set up your Frontline account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with Frontline.
- Severability. Except as provided in subsection 17.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Frontline.
- Modification. Notwithstanding any provision in these Terms of Service to the contrary, Frontline agrees that if Frontline makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Frontline at the following address: Frontline Education, Attn: Legal Department, 1400 Atwater Drive, Malvern, PA 19355.
- Electronic Communications. The communications between you and Frontline use electronic means, whether you access any Service or send Frontline e-mails, or whether Frontline posts notices on Frontline Technology or communicates with you via e-mail. For contractual purposes and unless the Parties have entered into a Frontline Customer Agreement, you (1) consent to receive communications from Frontline in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Frontline provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, Including the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
- Notice. Where Frontline requires that you provide an e-mail address, you are responsible for providing Frontline with your most current e-mail address. If the last e-mail address you provided to Frontline is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Terms of Service, Frontline’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Frontline at the following address: Frontline Education, Attn: Legal Department, 1400 Atwater Drive, Malvern, PA 19355. Such notice shall be deemed given when received by Frontline by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
- Release. You release Frontline Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Services, including any interactions with or conduct of other Registered Users or third-party websites of any kind arising in connection with or as a result of the Terms of Service or your use of Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Frontline party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with any Services provided.
- General. Frontline and you are each independent contractors and neither party will be, nor represent itself to be, the franchiser, partner, broker, employee, servant, agent, or legal representative of the other party for any purpose whatsoever. You may not sublicense, assign, or transfer these Terms of Service, or any rights and obligations under these Terms of Service, in whole or in part, without Frontline’s prior written consent. Any attempted assignment in violation of this Section will be void. This Terms of Service will be binding upon, and inure to the benefit of, the permitted successors and assigns of each party. Notwithstanding anything to the contrary in these Terms of Service, except for your obligations to pay amounts due under this Terms of Service, neither party will be deemed to be in default of any provision of these Terms of Service for any delay, error, failure, or interruption of performance due to any act of God, terrorism, war, strike, or other labor or civil disturbance, interruption of power service, interruption of communications services, problems with the Internet, act of any other person not under the control of such party, or other similar cause. The waiver or failure of either party to exercise in any respect any right provided under these Terms of Service will not be deemed a waiver of such right in the future or a waiver of any other rights established under these Terms of Service. If any portion of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. To the extent the parties are permitted under these Terms of Service to initiate litigation in a court, both you and Frontline agree that all claims and disputes arising out of or relating to the Terms of Service will be litigated exclusively in the state or federal courts located in Philadelphia, Pennsylvania. These Terms of Service do not confer any rights or remedies upon any person other than the parties, except Frontline’s licensors. When used, the words “includes” and “including” and their syntactical variations will be deemed followed by the words “without limitation.”
Questions. Complaints, Claims. If you have any questions, complaints, or claims with respect to the Services, please contact us at:
Attn: Legal Department
1400 Atwater Drive
Malvern, PA 19355
We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.