Welcome to the Alphacility website (“Web Site”) as owned and operated by Vantage Learning USA, LLC. (“Vantage”). These terms of service (“Terms of Service”) govern your access to and use of the services and features available on the Alphacility website located at www.Alphacility.com and all related sub-domains (“Website”) and all tools and services made available through the website (“Service”). Vantage may change these Terms of Service from time to time. Vantage reserves the right to amend these Terms of Service without advance notice, and Vantage may charge you a fee to use certain Services.
By entering and using the Website, you indicate that you accept these Terms of Service and that you agree to be bound by them. Acceptance of these Terms of Service creates a binding contract between You and Vantage that You will use the Service only in a manner consistent with these Terms of Service. If you have questions about these Terms of Service, please contact our support team at Alphacility@Vantage.com. Your use of the Website and the Service is entirely conditioned on and subject to your compliance with these Terms of Service. If you do not agree with these Terms of Service, do not access or use the Service.
I. A Binding Legal Agreement for 18 Years Old’s and Older.
III. Ownership of Data
Except as otherwise set forth in these Terms of Service, Vantage is the sole owner of the information collected through the Website. We will not sell, share, or rent this information to others in ways different from those disclosed in this Terms of Service. All the information, content, media, image files, and materials offered by Vantage Services are protected by U.S. and international copyright laws and by other applicable laws. You understand that Vantage is unable to provide you with permission to copy, display or distribute material for which you do not own the copyright, and Vantage does not provide others with such rights to your User Content.
If you submit any ideas regarding new products or services, these ideas will be the property of Vantage
IV. Right to Modify Terms of Service
The process of maintaining a website is an evolving one and these Terms of Service will be assessed on an ongoing basis against new technologies, business practices, and our customers’ needs. Vantage reserves the right to change, modify, or amend these Terms of Service at any time and without advance notice. If you have questions regarding the modification to the Terms of Service, please contact us at Alphacility@Vantage.com.
V. ACCOUNT SIGNUP AND PASSWORD SECURITY
When you sign-up and create an account, you will be required to select a password. You should not disclose your password to any third party. You are solely responsible for keeping your password confidential and for the activity that occurs on your account. We will never ask you to send your password or other sensitive information to us in an email. If you suspect any unauthorized use of your account or access to your password, please change your password immediately and contact us. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You are solely liable for any loss or damage arising from your failure to comply with this Section V.
We may suspend or cancel your registration without notice if we have any reason to believe your account has been compromised. In addition, we may suspend or cancel your account with us at any time without prior notice if you fail to comply with these Terms of Service.
VI. USER CONDUCT
You, and not Vantage, are entirely responsible for any data, text, music, sound, photographs, graphics, images, videos, messages, or other materials or usage rights (collectively, “User Content”) that you may submit, transmit, upload, post, e-mail, or otherwise make available on any the Website.
You acknowledge, consent and agree that Vantage may access, preserve and disclose your account information and User Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms of Service; (c) respond to a claim that any User Content violates the rights of third parties; (d) to respond to your requests for customer service; or (e) protect the rights, business interests, property or personal safety of Vantage, its users and the public.
Under no circumstances will Vantage be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Service.
In using the Website and/or Service You shall not:
(a) copy any content unless expressly permitted to do so herein;
(b) upload, post, email, transmit or otherwise make available any material that: is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
(c) upload or post any material that you do not have a right make available under any law or under a contractual relationship;
(d) upload or post any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
(e) upload or post any material that is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(f) upload or post any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, telecommunications equipment, data, Website, users or viewers of the Website or that compromises a user’s privacy;
(g) upload or post any material that contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
(h) upload or post any material that impersonates any person or entity or misrepresent their affiliation with a person or entity;
(i) upload or post any material that forges headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;
(j) upload or post any material that interferes with or disrupts the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
(k) upload or post any material that intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
(l) upload or post any material that collect or store personal data about other users or viewers;
(j) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website;
(k) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Website, except to the extent the foregoing restrictions are expressly prohibited by applicable law.
You also agree not to access the Website in a manner that utilizes the resources of the Website more heavily than would be the case for an individual person using a conventional web browser.
You acknowledge that Vantage does not pre-screen User Content, but that Vantage and its designees shall have the right (but not the obligation) in their sole discretion to refuse, modify or move any Content that is available via the Service. Without limiting the foregoing, Vantage and its designees shall have the right to remove any User Content that violates these Terms of Service or is otherwise objectionable. You agree that You must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content.
You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Vantage and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Services.
VII. DEALINGS WITH THIRD PARTIES
VIII. MODIFICATIONS TO SERVICES
Vantage reserves the right time to modify or discontinue, temporarily or permanently, the Service (or any part thereof).
IX. TERMINATION OF ACCOUNT
You agree that Vantage may, under certain circumstances and without prior notice, immediately terminate your account and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms of Service or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you, or on your behalf, in connection with the Service. Termination of your Vantage account includes (a) removal of access to all offerings within the Service, b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of the Service. Further, all decisions to terminate your Vantage account shall be made in Vantage sole discretion and Vantage shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Service.
You may cancel your Vantage account at any time by submitting such termination request to Vantage. Note that such termination does not require Vantage to return or delete your User Content, which may, for example, be stored on backups and archives, unless you specifically request such deletion.
X. VANTAGE’S PROPRIETARY RIGHTS
You acknowledge and agree that Vantage’s service Alphacility and any necessary software used in connection with Vantage services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through Vantage services or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Vantage or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on Vantage services or the Software, in whole or in part.
Vantage grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software.
You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to Vantage services. You agree not to access Vantage’s services by any means other than through the interface that is provided by Vantage for use in accessing the Service.
XI. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY
YOU EXPRESSLY AGREE THAT USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO YOUR REGISTRATION OR ENROLLMENT WITH ANY ORGANIZATION OR USE OF ANY PRODUCT OR SERVICE OFFERINGS LISTED ON OR PROVIDED VIA THE SERVICE, IS AT YOUR SOLE RISK. WHILE VANTAGE WILL USE COMMERCIALLY REASONABLE TECHNOLOGY FOR PROTECTING YOUR REGISTRATION DATA, VANTAGE (A) MAKES THE SERVICES AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND (B) EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO THE SERVICES OR ITS CONTENTS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. VANTAGE MAKES NO WARRANTY (A) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR (B) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. ACCORDINGLY, YOU UNDERSTAND AND AGREE THAT IF YOU RECEIVE ANY SERVICES, CONTENT OR INFORMATION THROUGH USE OF THE SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT, AS BETWEEN YOU AND VANTAGE, YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT YOU INCUR. IN NO EVENT SHALL VANTAGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE, OR INABILITY TO USE, THE SERVICES OR ANY PRODUCT OR SERVICE OFFERINGS LISTED OR PROVIDED THEREON, INCLUDING THE OFFERINGS OF ANY PROGRAM PROVIDERS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VANTAGE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT VANTAGE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
YOU AGREE THAT THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT VANTAGE WOULD NOT PROVIDE, OR PERMIT YOU TO ACCESS, THE SERVICES ABSENT SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
XII. DIGITAL MILLENNIUM COPYRIGHT ACT
Vantage respects the intellectual property of others, and we ask our users to do the same. Vantage may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who have infringed others’ intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Vantage’s Copyright Agent with the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on the Services;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Vantage’ Agent for Notice of Claims of Copyright is: Corporate Counsel, Vantage Learning USA, LLC, 6805 Route 202, New Hope PA 18938.
You agree to defend, indemnify and hold harmless Vantage, its officers, directors, employees, agents, licensors, affiliates, and suppliers, from and against any and all claims, actions or demands, liabilities and settlements, damages, obligations, losses, costs or debt, and expenses (including but not limited to reasonable legal and accounting fees) arising or resulting from your use or misuse of the Services, your violation of any term of these Terms of Service, any violation of any third party right, including without limitation any intellectual property, privacy or publicity right by you or any other subscriber or user of your account, or any claim that your User Information caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.
XV. NO THIRD-PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in these Terms of Service, there shall be no third-party beneficiaries to these Terms of Service.
These Terms of Service constitutes the entire agreement between You and Vantage and governs your use of the Service, superseding any prior version of these Terms of Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Vantage services, affiliate services, third-party content or third-party software.
You and Vantage agree that the Terms of Service and the relationship between you shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions and that all claims, causes of action or disputes (regardless of theory) arising out of or relating to the Terms of Service, or the relationship between you and Vantage, shall be brought exclusively in the state and federal courts of the Commonwealth of Pennsylvania, for the Eastern District of Pennsylvania. You agree to waive all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts in any such dispute. These Terms of Service will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
The failure of Vantage to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Vantage without restriction. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Vantage Services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.