This Agreement sets forth the legally binding terms for your use of the Site. By accessing, downloading any content from, or using the Site, you hereby agree to be bound by this Agreement and represent and warrant that you have the right, authority, and capacity to enter into the Agreement and to abide by all of the terms and conditions set forth herein. You may not use the Site if you are prohibited by law from using the Site or receiving any of the content herein. If you are accessing the Site on behalf of a school, company, entity, or organization, you represent and warrant that you are an authorized representative of such school, company, entity, or organization with the authority to bind it to the Agreement. If you do not agree with all provisions of this Agreement, you may not access, download and content from, or use the Site.
1.3 Schools. If you are accepting this Agreement on behalf of a School:
(b) You agree to use the Site solely for the benefit of your School and the students in your School, and not for commercial purposes. You agree to promptly provide us with the e-mail address, if available, of each Child Student’s Parent. If at any time your School does not have the authority to act as the agent of a Child Student’s Parent, you agree to notify us immediately.
(d) FERPA. The Family Educational Rights and Privacy Act (“FERPA”) protects the privacy of student educational records and limits when a school may disclose a student’s educational records. You are solely responsible for its compliance with FERPA. Without limiting the generality of the foregoing, to the extent You are disclosing any student records to Alchemy (“Student Records”), You represent and warrant that You have obtained the appropriate consent from the parent of the student or from the student himself/herself if such student is 18 years old and older, if and as required under FERPA to make such disclosure and grant the following license. To the extent You are disclosing any Student Records to Alchemy, You grant to Alchemy a nonexclusive license to use Student Records of an End User solely for the limited purposes of (a) providing the Alchemy Service, Alchemy Software, or Content to the End User, and (b) to use anonymized Student Records to improve the Alchemy Service, Alchemy Software, Content and Alchemy’s other products and services.
2. Accounts. In order to use the Site, you must have an Alchemy account, which you may sign up for on the Site (“Account”). You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Site does not violate any applicable law or regulation or the terms of this Agreement. When you sign up for an Account, you will be asked to choose a login name and a password for your Account. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the Account, login name, or password of another user at any time and you agree to notify us immediately if you suspect any unauthorized use of your Account or access to your password. Notwithstanding the foregoing, if you are a School, you may allow your students to use your Account. You are solely responsible for any and all use of your Account.
3.1 Site License. Subject to the terms of this Agreement, Alchemy grants you a non-transferable, non-exclusive, royalty-free, fully paid, worldwide license to access, download, and display the documents and other information and content and use the Educational Applications that Alchemy makes available to you on the Site (collectively, “Site Content”) on the web browser software of your choice, solely for the purpose of reviewing the Site Content for your personal use.
3.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive product or service; (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (e) any future release, update, or other addition to the functionality of the Site shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site Content must be retained on any copies.
3.3 Modification. Alchemy reserves the right, at any time, to modify, suspend, or discontinue the Site or any part thereof with or without notice. You agree that Alchemy will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or any part thereof.
3.4 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site are owned by Alchemy or Alchemy’s licensors. The provision of the Site Service does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Alchemy and its suppliers reserve all rights not granted in this Agreement.
4.2 Sharing User Content. You may permit certain users with an Account to view and download your User Content by following the instructions in your Account (“Authorized Users”). You agree and acknowledge that Alchemy cannot and does not control any Authorized User’s use of your Content.
4.3 License. By using or uploading your User Content to the Site, you automatically grant, and you represent and warrant that you have the right to grant, an irrevocable, nonexclusive, royalty-free and fully paid, worldwide (i) license to Alchemy, during the term of your Account, to reproduce, distribute, display, prepare derivative works of, incorporate into other works, and otherwise use your User Content, internally to provide you the Site; (ii) license to Alchemy, during the term of your Account, to reproduce, distribute, and display your User Content to Authorized Users; and (iii) perpetual license to Authorized Users to reproduce, distribute, and display your User Content. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
4.4 Feedback. Alchemy will treat any feedback or suggestions you provide to Alchemy as non-confidential and non-proprietary. Thus, in the absence of a written agreement with Alchemy to the contrary, you agree that you will not submit to Alchemy any information or ideas that you consider to be confidential or proprietary.
5. Acceptable Use Policy. The following sets forth Alchemy’s “Acceptable Use Policy”:
5.1 You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, abusive, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.
5.2 In addition, you agree not to use the Site to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Site or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Site, other computer systems or networks connected to or used together with the Site, through password mining or other means; or (f) harass or interfere with another user’s use and enjoyment of the Site.
5.3 If you are a School using or uploading personal information of your students to the Site, you agree to comply with your obligations under FERPA.
6. Enforcement by Us. We have the right (but not the obligation) to review all User Content and delete (or modify) any User Content that in our sole judgment violates this Agreement, is used in a way that in our sole judgment would violate this Agreement, or may otherwise violate the rights, harm, or threaten the safety of any user or any other person, or create liability for us or any user. We reserve the right (but have no obligation under this Agreement) to investigate and/or take appropriate action, including legal action, in our sole discretion against you if you violate this provision or any other provision of this Agreement, including removing your User Content from the Site (or modifying it), terminating your Account in accordance with Section 12, and/or reporting you to law enforcement authorities. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information consider necessary or appropriate, including your Account, IP addressing and traffic information, usage history, and your User Content.
7. Third Party Sites; Other Users; Release
7.1 Third Party Sites. The Site may contain links to third-party Sites (“Third-Party Sites”). Such Third-Party Sites are not under our control. We are not responsible for the content or links in any Third-Party Sites. We provide these links to Third-Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Sites. You use all content of and links to Third-Party Sites at your own risk. When you leave the Site, our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Sites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
7.2 Other Users. Each Site user is solely responsible for any and all User Content that is posted by such user on the Site. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Site users are solely between you and such user. You agree that Alchemy will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
7.3 Release. You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Site users or Third-Party Sites. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not Alchemy or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
8. Copyright Policy. Alchemy respects the intellectual property of others and asks that users of our services do the same. In connection with our services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Alchemy is:
1014 W. 36th St.
Baltimore MD 21211
The Site (including Site Content) are provided “As-Is” and as available. We expressly disclaim any warranties and conditions of any kind, whether express or implied, including, but not limited to, the warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement. We make no warranty that the Site (or any Site Content): (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be virus free, accurate, reliable, complete, legal, or safe. We make no warranty regarding the products and services associated with the Site, including any other products and services available through links to Third-Party Sites. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
Any material downloaded or otherwise obtained through the use of the Site is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
In no event shall we be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from your use of the Site (including Site Content), even if we have been advised of the possibility of such damages. Access to, and use of, the Site (including Site Content) are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to this Agreement (for any cause whatsoever and regardless of the form of the action), will at all times be limited to Fifty us dollars ($50).
Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdiction to jurisdiction.
11. Indemnity. You agree to indemnify and hold Alchemy, its parents, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your access, download of any content from, or use of the Site, (ii) your User Content, or (iii) your violation of this Agreement. Alchemy reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Alchemy. Alchemy will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
12. Term and Termination. Subject to this Section, this Agreement will remain in full force and effect beginning when you use the Site for the first time. We may (a) suspend your rights to use the Site (including your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Site in violation of this Agreement or if we believe you are younger than thirteen (13) (unless you are using an Account provided by your teacher in accordance with this Agreement). Upon termination of this Agreement, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account involves deletion of your User Content associated therewith from our live databases. Alchemy will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 1, 3.2, 3.3, 3.4, and 4-13.
13.2 U.S. Export Controls. No software, content, or other materials may be downloaded from the Site or otherwise exported or re-exported in violation of U.S. export laws. By downloading or using any software, you represent and warrant that such download or use is not in violation of any such law.
13.3 Governing Law and Arbitration. This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts and federal courts located within the State of California for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.
13.5 Copyright/Trademark Information. Copyright © 2013, Alchemy Learning Project, LLC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.