SmartyPrep Terms and Conditions
1. USERS AND ACCESS. You may be accessing and using the Streamline’s Services as (i) an administrator, teacher or staff member (“Educator”) of a school or other educational facility (“School”), (ii) a student enrolled at a School (“Student”) or (iii) a parent or legal guardian of a Student (“Parent”). Your right to use Streamline Services is limited in scope, revocable, personal, non-transferable and non-exclusive. You are responsible for obtaining any equipment and Internet service necessary to access Streamline’s Services. You acknowledge that Streamline Services are evolving and that the form and nature of the Services available to You may change from time to time without notice to You. If there is a separate, signed agreement between You, or the School that You work for, or where You or Your child is a Student, and Streamline (a “Signed Agreement”), the Signed Agreement takes precedence over this Agreement in the event there may be inconsistent terms.
2. TERMS AND RIGHTS OF USE. (a) General Access and Use Rights. Subject to the terms and conditions of this Agreement, Streamline hereby grants to You, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Streamline Services solely (i) if You are an Educator, to educate Students at the School at which You are employed; (ii) if You are a Student, for your personal educational use; and (iii) if You are a Parent, for the purpose of monitoring Your Student’s use of Streamline Services.
Your access must be via login credentials provided to you by Streamline or the applicable School (“Login Credentials”). You agree that You are responsible for protecting Your Login Credentials from unauthorized use, and You are responsible for all activity that occurs under those Login Credentials. You agree to notify Streamline immediately if You believe that any of Your Login Credentials have been or may be used without Your permission so that appropriate action can be taken.
You may not (i) create more than one account to access Streamline’s Services, (ii) share your Login Credentials with any third party or (iii) transfer your account to any third party. Streamline is not responsible for any loss or damage caused by, or expense incurred by You as a result of Your failure to safeguard Your Login Credentials. You agree that You shall not rent, resell, or to remarket Streamline Services or to provide access to Streamline Services to any third party. Streamline may terminate any Login Credentials in its sole discretion. You may not be entitled to create a new account to access Streamline Services if your prior Login Credentials have been terminated by Streamline.
(c) Usage by Children. Parents must agree to this Agreement on behalf of their children who are Students prior to any use of Streamline Services by their children. If You are a Parent and You do not agree to the use of Streamline Services by Your children, please notify Streamline at firstname.lastname@example.org with your Login Credentials and we will immediately terminate the Login Credentials of Your children who are Students.
(e) Term. This Agreement shall be in effect from the date that You create an account and shall continue to be in effect until (i) the expiration or termination of Streamline’s agreement with Your School; (ii) Your request in writing that we terminate Your Login Credentials; or (iii) Streamline’s revocation of Your Login Credentials. Streamline reserves the right to discontinue or cease any of all Services and this Agreement, at any time in our sole discretion. Sections 2(c), 2(d), 2(e), and 4 through 9 of this Agreement shall survive the expiration or termination of this Agreement according to their terms.
3. STANDARDS OF CONDUCT. (a) Conduct. You may not use Streamline Services to: (1) post any Submissions or transmit via or through the Streamline Services any information, data, text, images, files, links, software, chat, communication or other content that is, or which Streamline considers in its sole discretion to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable, including without limitation blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, excessively violent, harassing or otherwise objectionable content;
(2) sell or promote any products or services that are unlawful in the location at which the Submission is posted or received;
(3) sell or promote controlled pharmaceutical substances, tobacco, fire arms or alcoholic beverages;
(4) introduce viruses, worms, Trojan horses and/or harmful code to Streamline’s Services or the Internet;
(5) display material that exploits children under 18 years of age;
(6) post any Submissions or otherwise infringe in any way or violate any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of any third party;
(7) promote, solicit or participate in multi-level marketing or pyramid schemes;
(8) harass, embarrass or cause distress or discomfort upon another participant, user or other individual or entity;
(9) impersonate any other person, including but not limited to an Educator at the School, a Student, a Parent, or Streamline official;
(10) post or disclose any personally identifying information or private information about children or any third parties without their consent (or their parent's consent in case of a child under 18 years of age);
(11) post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation, including without limitation solicitations of credit card numbers, solicitations for sponsors or promotion of raffles or contests;
(12) intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing Streamline Services;
(13) invade the privacy or violate any personal or proprietary right, including intellectual property rights, of any person or entity; or
(14) collect, save or otherwise download content from our Website using automated means such as bots, robots or scrapers.
Streamline reserves the right, without prior notice and in its sole discretion, to decide whether Submissions violate this Agreement for any of the above reasons or for any other reason, and if Streamline does so, to remove such Submissions and/or terminate Your access Streamline Services. We reserve the right to remove any Submissions from Streamline Services at any time in our sole discretion.
(b) Applicable Law. Your use of Streamline Services is subject to all applicable, local, state, and national laws and regulations. You may only use Streamline Services for lawful purposes. You shall not use Streamline Services in any manner that attempts to, or is likely to, violate any applicable laws or regulations or violate or infringe any intellectual property rights, rules of publicity or privacy. If You share content using Streamline Services, whether as a Submission, Your Data or otherwise, then You are solely responsible for ensuring that such content conforms to the standards of conduct set forth herein.
4. INTELLECTUAL PROPERTY AND RESTRICTIONS.
(a) Restrictions. You shall not (i) alter, enhance, or make derivative works of Streamline Services; (ii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, Streamline Services or any software component of Streamline Services; (iii) use, or allow the use of, Streamline Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations; (iv) act in a fraudulent, tortious, malicious, or negligent manner when using Streamline Services; or (v) circumvent or disable Streamline’s copyright protection mechanisms or license management mechanisms.
(b) Ownership. You acknowledge that the structure, organization, and original Streamline developed-content, trademarks, trade secrets, and code used in conjunction with Streamline Services are the intellectual property of Streamline and that Streamline and/or its licensors retain exclusive ownership of Streamline Services documentation, and any other intellectual property rights relating Streamline Services, including all modifications, enhancements, derivatives, and other software and materials relating to Streamline Services, and all copies thereof. You shall not sell, transfer, publish, disclose, display or otherwise make available Streamline Services including any modifications, enhancements, derivatives, and other software and materials provided hereunder by Streamline or copies thereof to others in violation of this Agreement.
(c) No Other Rights. Except as expressly set forth in this Agreement, no license or other right in or to Streamline Services or content are granted to You, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved.
(d) Suggestions. If You provide any feedback, improvements or other suggestions (collectively, “Suggestions”) to Streamline for improvements to Streamline Services, You hereby grant to Streamline a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to exploit and distribute the Suggestions in connection with Streamline Services and any other products or services.
5. LIMITED WARRANTY. (a) Mutual Warranties; Disclaimer. Each party represents and warrants to the other party that such party has the legal power to enter into this Agreement.
(b) Disclaimers. Streamline does not warrant or represent that Streamline Services will be error-free, uninterrupted or secure. You acknowledge that the Streamline Services are provided “AS IS” and are based in part on Submissions provided by Students and Educators, which are not verified by Streamline, and that any content acquired through the use of Streamline Services is at Your sole risk and discretion. Streamline and its suppliers are not liable or responsible for any results generated through the use of Streamline Services nor are any particular results guaranteed. EXCEPT AS SET FORTH IN THIS SECTION 5, WE PROVIDE NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON–INFRINGEMENT.
6. LIMITATION OF LIABILITY. (a) Limitation. Strealine’s aggregate liability for all claims arising from this Agreement, cumulatively between You and Streamline, shall not exceed one hundred United States dollars ($100). Further, Streamline shall not be liable for any property damage caused by the use of Streamline Services, reports produced through use of Streamline Services or by any errors, delays or failures of the Streamline Services.
(b) Disclaimer. IN NO EVENT SHALL STREAMLINE, ITS LICENSORS, SUPPLIERS OR AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, STREAMLINE SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF STREAMLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. (c) No Liability to any Third Party. TO THE MAXIMUM PERMITTED EXTENT, STREAMLINE DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED TO THE USE OF STREAMLINE SERVICES BY ANYONE OTHER THAN YOU.
7. INDEMNIFICATION. (a) By You. You shall indemnify and hold Streamline, its directors, officers, employees, suppliers, agents, successors, and assigns harmless from and against all liabilities, losses, costs, expenses (including reasonable attorneys’ fees) and damages awarded to a third party to the extent caused by (i) Your Submissions or referrals hereunder, (ii) Your use of Streamline Services; (iii) Your use of any Submissions that You acquire via Streamline Services and/or (iv) Your gross negligence or willful misconduct.
(b) By Streamline. Streamline shall indemnify and hold You harmless from and against all liabilities, losses, costs, expenses (including reasonable attorneys’ fees) and damages awarded to a third party to the extent caused by a claim alleging that Streamline Services (excluding all Submissions) directly infringes a copyright, a U.S. patent issued prior to the commencement of the term of this Agreement or a trademark of any party.
(c) Procedure. A party’s obligations to indemnify the other party with respect to any third party claim, action or proceeding shall be conditioned upon the indemnified party: (i) providing the indemnifying party with prompt written notice of such claim, action or proceeding, (ii) permitting the indemnifying party to assume and solely control the defense of such claim, action or proceeding and all related settlement negotiations, with counsel chosen by the indemnifying party, and (iii) cooperating at the indemnifying party’s request and expense with the defense or settlement of such claim, action or proceeding which cooperation shall include providing reasonable assistance and information. No indemnified party shall enter into any settlement agreement for which it will seek indemnification under this Agreement from the indemnifying party without the prior written consent of the indemnifying party. Nothing herein shall restrict the right of a party to participate in a claim, action or proceeding through its own counsel and at its own expense.
8. COPYRIGHT NOTICE AND TAKEDOWN PROCEDURES. If You believe any materials accessible through Streamline Services infringe Your copyright, You may request removal of those materials (or access thereto) by contacting Streamline and providing the following information:
1. Identification of the copyrighted work that You believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
2. Identification of the material that You believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
3. Your name, address, telephone number and (if available) e-mail address.
4. A statement that You have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law.
5. A statement that the information that You have supplied is accurate, and indicating that under penalty of perjury, You are the copyright owner or are authorized to act on the copyright ownerval of those materials (sito be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
3. Your name, address, telephone number and (if available) e-mail address.
4. A statement that You have a good faith belief that the complained of use of the materials is not authorized by Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of Maryland regardless of conflicts of laws principles. All legal actions concerning this Agreement shall be brought in a court located in Maryland.
(b) Links to Third-Party Web Sites. Streamline Services may contain links to non-Streamline web sites. These links are provided to You as a convenience, and Streamline is not responsible for the content of any linked web site. In addition, a link to any non-Streamline web site does not imply that Streamline endorses or accepts any responsibility for the content or use of such web site.
(c) No Implied Endorsements. In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Streamline of that third party or of any product or service provided by a third party.
(d) Assignment. You may not assign or transfer this Agreement in whole or in part to any third party. This Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective successors, permitted transferees, and permitted assigns.
(g) Headings; Severability. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. If any part of this Agreement is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.