Terms of Use

www.tamritz.org, any and all subdomains of www.tamritz.org and any other derivative website (collectively, the “Sites”) on which these Terms of Use are posted are referred to herein collectively as “TAMRITZ,” “we” or “us.”  We have adopted these Terms of Use to make you aware of the terms and conditions of your use of the Sites.

In the event that you purport to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to “you,” “your” or “user” shall include such other entity or person in addition to you.  Further, your acceptance of these Terms of Use shall constitute acceptance on your behalf of such other entity or person.

For the purposes of these Terms of Use, “Content” refers to all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials, including all publicly posted and privately transmitted Content, provided by us and/or our licensors and made available via the Sites.

  1. consent

BY USING OR OTHERWISE ACCESSING ANY of the Sites, CLICKING ANY CHECKBOX STATING THAT YOU AGREE TO THESE TERMS OF USE, REGISTERING ON ANY of the Sites, or POSTING OR DOWNLOADING CONTENT OR ANY OTHER INFORMATION TO OR FROM ANY of the sites YOU HEREBY UNEQUIVOCALLY AND EXPRESSLY AGREE TO, AND SHALL BE SUBJECT TO, THESE TERMS OF USE.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE sites.

IF YOU ARE A PARENT, GUARDIAN, SCHOOL or program ADMINISTRATOR, OR TEACHER AND YOU PROVIDE YOUR CONSENT TO YOUR CHILD’S OR STUDENT’S REGISTRATION OR USE OF ANY of the sites, YOU AGREE TO BE BOUND BY THESE TERMS OF USE IN RESPECT OF SUCH CHILD OR STUDENT’S USE OF THE SITES.  furthermore, in registering any child or student to use the sites or otherwise requiring or supervising such child or student’s use of the sites, you represent and warrant to us that you have obtained all consents and permissions of others, including such child’s or student’s parent or guardian, which may be required by law or regulation to permit such child or student’s registration and use of the sites.

By agreeing to these Terms of Use, you acknowledge that the Terms of Use are supported by consideration, including but not limited to your use of the Sites, the receipt and adequacy of which are hereby acknowledged.  If, at any time, you do not comply with the Terms of Use, we reserve the right to revoke or limit your access to the Sites.

  1. OTHER applicable TERMS

Other or special terms may apply to some services or products provided on the Sites (the “Special Terms”).  The Special Terms applicable to any given service or product are posted in connection with the applicable products and services, and are in addition to these Terms of Use.  In the event of a conflict between any Special Terms and these Terms of Use, the Special Terms shall prevail.

There may be other agreements between you and us (the “Other Agreements”), the terms of which are incorporated herein by reference.  In the event of a conflict between any Other Agreements and these Terms of Use, the Other Agreements shall control.  By your consent to these Terms of Use, you further reaffirm your consent to the Other Agreements.

  1. GENERAL TERMS AND RESTRICTIONS on use

The Sites are provided only for your personal use, and you agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any purpose any portion of or any information from any Site without our express written consent.  Where any Site is configured to allow you to directly download Content to your computer, or to receive Content from us via e-mail or other electronic transmission, you may download or otherwise store one copy of such Content to your computer for your own personal use and up to three additional archived copies for your backup and/or record retention purposes, provided, however, that all copies of such Content shall remain subject to these Terms of Use.

In the event that we offer you the ability to download software via any Site, such software, including any files, images, and data incorporated therein or created thereby is licensed to you for your personal use and covered by these Terms of Use.  You may not assign or sub-license any such software, nor may you use any such software for commercial means.

You are responsible for complying with all system requirements or other technical requirements which may be necessary to access the Sites or any part thereof.

If you access any Site from outside the United States, you do so solely at your own risk, and you are responsible for compliance with the laws of the jurisdiction from which you access the Site.

  1. COPYRIGHTS

Except where otherwise noted, all information, materials, functions and other Content contained on the Sites are protected by United States and international trademark and copyright law, and are owned and controlled by us, our licensors, or our licensees.  You may not remove or obscure any proprietary rights notices contained in or on any of the Sites.  The Sites may also contain Content owned by other copyright and trademark holders which will be identified by applicable copyright notices and shall be and remain the sole property of such holders.  Except for Content created solely by you (“User Content”), you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content that appears on, or is accessible through, the Sites.

You are solely responsible for any User Content you submit and the consequences of posting or publishing such User Content. With respect to any User Content you submit, by submitting the same you represent and warrant that you own or have the necessary licenses, rights, consents or permissions to use and authorize us to use all patent, copyright, trade secret and trademark rights or other proprietary rights to enable inclusion and use of such Content in the manner contemplated by the Site and these Terms of Use.  You are expressly prohibited from submitting any Content that constitutes the intellectual property of others.  By submitting User Content, you grant us a royalty-free, fully-paid, worldwide, irrevocable license in and to such User Content to use and exploit such User Content for any purpose whatsoever in connection with the Site (including with any feature, function or subdomain developed in the future).

We respect the intellectual property of others, and we ask you to do the same.  If you believe that we have copied or used your work in a way that constitutes copyright infringement, please provide us with the following information at the address provided below:

  • An electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on any Site sufficient to allow us to locate the allegedly infringing material;
  • Your address, telephone number, and email address;
  • 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; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
  1. SUBMISSIONS BY YOU

We welcome your comments regarding the Sites.  Any unsolicited comments, feedback, notes, messages, ideas, suggestions or other communications from you to us (each a “Comment”), however, shall be and remain our exclusive property.  Your submission of any Comment shall constitute an assignment to us of all worldwide right, title and interest in any and all copyright or other intellectual property rights in the Comment.  We will be entitled to use and exploit the Comment for any purpose whatsoever, without liability, and without notice or compensation to you.

  1. ACCOUNTS

To access some services on the Sites you will be required to create an account.  In the event you agree to register an account, you will be asked for certain information which may include a username and password and/or personal identification number (your “Account Information”).  You agree that your Account Information is personal to you and not to share your Account Information with any other persons.  You agree that the security and confidentiality of your Account Information is solely your responsibility, and that you will immediately notify us, via the contact information shown below, in the event that your Account Information changes or that you learn of or have reason to believe that your Account Information has been obtained or used by a third-party.  In order to protect your account from unauthorized access, you agree to log out of your account at the end of each session of use.

During the account registration process, you agree to provide full, complete and truthful information and responses, and agree to not impersonate any person or entity, or to misrepresent your identity or your affiliation with any person or entity, including through the use of another person’s name or likeness.

  1. Third Parties

We may include links to third party web sites on the Sites. Some of these third-party sites may contain materials that are objectionable, unlawful, or inaccurate. We do not endorse, and are not responsible for any content, products, services or other materials on or available from such third-party sites. You acknowledge and agree that we are not responsible for any Content or other materials, or the privacy policies and practices of these third party sites.  By using this Site, you expressly waive any rights, claims or liability against us from your use of any third-party website.

  1. WEBSITE ALTERATIONS

We reserve the right to modify, amend, remove, delete, or otherwise alter any portion of the Sites or the functionality thereof at any time, at our sole discretion, and without liability.

  1. DECOMPILING; AUTOMATED ACCESS

Except as permitted by applicable law, you may not make any attempt to decompile, reverse engineer, disassemble, adapt, or otherwise reduce to readable form any aspect of the Sites or any software offered for download.

The use of any software, code, device, or other mechanism to automatically access, interact with, provide data or information to, or manipulate any Site or any part thereof is strictly prohibited.  We reserve the right to terminate your account if we, in our sole and absolute discretion, determine that you have used or attempted to use any such mechanism.

  1. PRIVACY

Our Privacy Policy is incorporated herein by reference.  We reserve the right to amend the Privacy Policy in the manner set forth therein.  You acknowledge that you have read and understand the Privacy Policy and agree and consent to its terms.

  1. PROHIBITED ACTIVITIES

You may not use the Sites for any purposes or in any way that is unlawful or which causes harm to us or any other person or entity, including through any of the following types of activities:

  • The use of the Sites to post, store or disseminate material or information that is, or to a reasonable person may be, false, fraudulent, unlawful, harmful, tortious, abusive, obscene, pornographic, defamatory, libelous, harassing, invasive of another’s privacy, offensive, vulgar, threatening, malicious, hateful or racially, ethnically or otherwise objectionable;
  • The use of the Sites to post, store or disseminate content, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person;
  • The use of the Sites to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Sites, to restricted portion of the Sites, to content, or any other computer network or equipment;
  • The use of the Sites to post, store or disseminate viruses, ‘Trojan horses’ or any other malicious code or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment;
  • The use of the Sites to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation;
  • The use of the Sites to engage in any activity that, as determined by us, may intentionally or unintentionally violate these Terms of Use (including any Special Terms, Other Agreement, Privacy Policy, or other agreement incorporated herein), violate any applicable laws or regulations or conflict with the spirit or intent of these Terms of Use;
  • The use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Sites (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Sites);
  • The use of the Sites to gain competitive intelligence about us, the Sites or any service offered via the Sites or to otherwise compete with us or our affiliates;
  • Framing or otherwise simulating the appearance or functions of the Sites or any portion thereof; or
  • Harvesting or otherwise collecting any information about other users, including, without limitation, email addresses or other contact information of other users.
  1. EXCLUSION OF WARRANTIES

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE SITES, ANY CONTENT, AND ANY PRODUCTS AND/OR SERVICES OFFERED VIA THE sites ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, we EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.

WITHOUT LIMITATION, we MAKE NO WARRANTY THAT ANY site, ANY CONTENT, OR ANY PRODUCTS OR SERVICES PROVIDED VIA THE sites WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION FOUND THEREON WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE sites WILL MEET YOUR EXPECTATIONS.

ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE accessed or OBTAINED THROUGH THE USE OF THE sites IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADing or accessing OF ANY SUCH MATERIAL.

FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED BY YOU THROUGH THE sites OR SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.

  1. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT we SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF we HAve BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SITES, ANY CONTENT, SERVICES, OR PRODUCTS VIA THE SITES; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (C) ANY OTHER MATTER RELATING TO THE SITES, ANY CONTENT (including User Content) OR our products and SERVICES.  IF YOU ARE DISSATISFIED WITH ANY SITE, product or service YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF such site, product or service AND to TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

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.

  1. INDEMNIFICATION

You agree to defend, indemnify and hold harmless us, our officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of the Sites or any part thereof, (b) any information you provide via the Sites (including User Content and Comments), (c) any breach or alleged breach by you of any of your representations, warranties, covenants or obligations under these Terms of Use, (d) any infringement or misappropriation of any of our, our licensor’s or other third parties’ intellectual property or other rights, (e) any negligence or willful misconduct by you, (f) any other claim related to your performance under this Agreement, or (g) your use of any product or service provided by us via the Sites.

  1. TERM AND TERMINATION

These Terms of Use are effective upon your unequivocal acceptance as set forth herein and shall continue in full force until terminated.  You agree that we, in our sole discretion, may terminate your use of the Sites or any part thereof (with or without prior notice) and remove and discard any Content, in the event you violate these Terms of Use.  You agree that we may immediately suspend your account and your access to the Sites or any part thereof in order to conduct an investigation in the event we believe you have violated these Terms of Use or determine that you are a repeat infringer of another’s intellectual property or other rights.  We may also, in our sole discretion and at any time (with or without prior notice) discontinue providing the Sites, any part thereof, any Content or any products or services advertised thereon.  In addition to any other method of termination or suspension provided for in these Terms of Use, we reserves the right to terminate our agreement with you at any time and for any reason upon ten (10) days’ notice to you.  Further, you agree that we shall not be liable to you or any third party for any termination or suspension of your access to the Sites or any part thereof, removal of Content or sale of any services.  You may terminate your agreement with us at any time by immediately discontinuing all access to the Sites and by providing notice to us of such discontinuance and termination.  Termination or cancellation of this agreement shall not affect any right or relief to which we may be entitled at law or in equity, including any right, relief or remedy arising out of this Agreement prior to its termination or any continued breach hereof after such termination.  Upon termination of your agreement with us, you shall terminate all use of the Sites and any Content or software provided thereby.  In the event of termination, you will not be entitled to any refund of any fees or other charges, if any, paid in connection with these Terms of Use.

  1. GOVERNING LAW; MISCELLANEOUS

The parties and their respective personnel are and shall be independent contractors, and neither party by virtue of these Terms of Use shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

You acknowledge and agree that any expenses that you incur in furtherance of these Terms of Use are voluntary in nature and are made with the knowledge that these Terms of Use may be terminated as provided herein.  You shall not make a claim against us, and we shall not be liable with respect to the recoupment of any expenditures or investment made by you in anticipation of the continuation of these Terms of Use beyond the term hereof.

The parties agree that breach of the provisions of these Terms of Use would cause irreparable harm and significant injury to us which would be both difficult to ascertain and which would not be compensable by damages alone.  As such, you agree that we shall have the right to enforce the provisions of these Terms of Use by injunction (without necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights and remedies we may have for your breach of these Terms of Use.

The validity and effect of these Terms of Use shall be governed by, and construed and enforced in accordance with the laws of Oregon without regard to its conflicts or choice of laws principles.  ANY SUIT, ACTION OR PROCEEDING CONCERNING OR RELATING TO THE SITES, THEIR USE, THESE TERMS OF USE, OR ANY of our PRODUCTs, SERVICEs, POLICies OR PROCEDUREs, MUST BE BROUGHT EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION IN WASHINGTON COUNTY, OREGON OR, IF IT HAS OR CAN ESTABLISH JURISDICTION, IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF OREGON (PORTland Division), AND YOU HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURT (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT OR IMPROPER FORUM.

The provisions of these Terms of Use shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of these Terms of Use shall nevertheless remain effective and binding upon the parties.

Our failure at any time to require strict performance of any provision of these Terms of Use shall not be considered to be a waiver of any breach, or of any succeeding breach, of such provision by any party.

  1. E-COMMERCE

We may allow you to order products and/or services via the Sites, or require you to purchase subscriptions or other access to certain portions of the Sites (“Orders”).  Upon your placing of an Order, you agree to pay the applicable purchase price of the product, service, or access.  Prices and availability of products, services, and access may change without notice.  To the extent that your Order requires you to pay any transaction fee, tax, or other amount in excess of the purchase price, such amounts shall be non-refundable.

  1. AMENDMENT

Subject to applicable law, we reserve the right to change, modify, add, or remove portions of these Terms of Use at any time.  In the event that we make a material change to these Terms of Use, we will notify you of such material change by providing you with notice of the change, at least thirty (30) calendar days prior to the effective date of such change, at the e-mail address you have provided to us and by posting a notice of such change on the Sites to which such change is applicable.  You are responsible, at all times, for updating and keeping current the e-mail address you have provided us.  In the event that we send you an e-mail properly addressed to your last-updated e-mail address which, for whatever reason or reasons, is not delivered to you, the dispatch of such e-mail will nevertheless constitute effective notice to you of any amendment to these Terms of Use described in such notice.

  1. CONTACT

If you have any questions, wish to send us comments about these Terms of Use, or would like to notify us of a potential claim of copyright infringement in accordance herewith, you may contact us at:

Tamritz.org

c/o Polsinelli PC

1515 Wynkoop Street, Ste. 600

Denver, CO 80202

Attn: Jeffrey Kass, Esq.

E-Mail: badgelearning@tamritz.org

 

Last Updated: June 3, 2014