SECOND AVENUE LEARNING TERMS AND CONDITIONS
Last Updated: September 14, 2022
PLEASE READ THE TERMS CAREFULLY. BY CLICKING “I ACCEPT” OR SIMILAR WORDING OF AGREEMENT, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING ANY PART OF THE SERVICE, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE. If you are using the Service on behalf of your employer, you represent that you are authorized to accept these Terms on your employer’s behalf.
You must be at least 13 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
In order to use the Service, you may be required by Second Avenue or the third party who is distributing or providing you access to the Service (each, a “Distributor”) to create an account. You are solely responsible for maintaining the security of any logins, passwords, or other credentials that you select or that are provided to you to access your account. Your use of any account with a Distributor is also subject to any terms, conditions, and policies, including privacy policies, of that Distributor. Second Avenue is not responsible for any act or omission of any Distributor.
Subject to your compliance with all terms and conditions of these Terms, Second Avenue hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license to either: (a) access a web browser-based version of the Service via a Website; for the sole purpose of personally using the Service. This limited license does not include any right to modify, distribute, prepare derivative works of, or grant sublicenses to use any portion of the Service. Furthermore, in order to protect the trade secrets and proprietary know-how contained in the Service, you will not decompile, disassemble, or reverse engineer any portion of the Service.
The Service is owned and operated by Second Avenue. Except for the rights expressly granted under these Terms, Second Avenue reserves all right, title, and interest in and to the Service, including all intellectual property and other proprietary rights, and no other rights are granted, either express or implied, to you. The trademarks and logos on the Service are the property of Second Avenue or third parties. You are not permitted to use these marks without the express written consent of Second Avenue or such third party who may own the mark.
You must, in connection with your use of the Service, comply with all applicable laws and conduct business in a manner that reflects favorably at all times on the good name, good will, and reputation of Second Avenue. Except as may be expressly permitted by applicable law or authorized by Second Avenue in writing, you will not, and will not permit anyone else to: (a) transmit, provide, or store any data that Second Avenue, in our sole discretion, deems inappropriate, unlawful, harmful (including without limitation viruses, corrupted data, or other harmful or destructive files), threatening, abusive, tortious, defamatory, invasive of another’s privacy, a violation of another’s intellectual property or other proprietary rights, or otherwise objectionable or inappropriate; (b) use any automated tool (e.g., robots, spiders) to use the Service; (c) rent, lease, sublicense, or provide your access to the Service to another person; (d) circumvent or disable any usage rules or other security features of the Service; (e) use the Service in a manner that threatens the integrity, performance, or availability of the Service; or (f) destroy, remove, alter, or obscure any proprietary markings or notices (including copyright, trade secret, trademark, and patent notices) on or contained in any portion of the Service. You also agree not to engage in any deceptive, misleading, or unethical practices, or to make any warranties or performance guarantees concerning any aspect of the Service or any other Second Avenue Service solution or service.
Access and Modifications to the Service
Second Avenue does not provide you with the equipment to use the Service. You are responsible for all fees charged by third parties to access and use the Service (e.g., charges by mobile carriers). Second Avenue reserves the right to modify or discontinue, temporarily or permanently, all or a part of the Service without notice. Second Avenue will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
If you provide feedback to Second Avenue regarding the Service (“Feedback”), you acknowledge that the Feedback is not confidential, and you authorize Second Avenue to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to Second Avenue a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, transferable, and fully sublicensable right to use the Feedback in any manner and for any purpose.
Changes in Terms
We reserve the right to modify these Terms from time to time. If we modify these Terms, we will indicate that we have done so by changing the “Last Updated” date above Second Avenue or otherwise provide you notice. It is your responsibility to review these Terms regularly. Use of the Service after the effective date of a modification constitutes your acceptance of any modified Terms.
You may terminate your use of the Service at any time by, as applicable, ceasing to use the Website, or by terminating your Distributor account. Ceasing use of the Service and, if applicable, deletion of the Software and termination of your account is your sole right and remedy with respect to any dispute with Second Avenue regarding the Service or these Terms. Second Avenue may terminate these Terms or suspend or terminate your access to the Service at any time, for any reason. If Second Avenue suspects that you have violated any provision of these Terms, Second Avenue may also seek any other available legal remedy. Your rights under these Terms will terminate automatically if you fail to comply with any of these Terms. Upon termination, you must destroy or delete any copy of the Software in your possession. You remain solely liable for all obligations related to use of the Service, even after you have stopped using the Service. Neither Second Avenue nor any of its licensors, suppliers, or publishers are liable to you or to any third party for any loss caused by any termination of the Service or termination of your access to the Service.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SECOND AVENUE, ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SECOND AVENUE DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICE OR THAT ANY DATA SENT BY OR TO YOU WILL BE ACCURATE, COMPLETE, TRANSMITTED IN UNCORRUPTED FORM, OR TRANSMITTED WITHIN A REASONABLE AMOUNT OF TIME. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DELAY OR LOSS OF ANY KIND THAT RESULTS FROM YOUR ACCESS OR USE OF THE SERVICE, INCLUDING LOSS OF ANY LOSS OR HARM TO YOUR MOBILE DEVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SECOND AVENUE, THROUGH OR FROM THE SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
Limitation of Liability
NEITHER SECOND AVENUE NOR ITS AFFILIATES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES, RESULTING FROM YOUR ACCESS OR USE OF THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
THE MAXIMUM TOTAL LIABILITY OF SECOND AVENUE, ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS TO YOU FOR ANY CLAIM RELATED TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS THE GREATER OF THE AMOUNT RECEIVED BY SECOND AVENUE FOR YOUR USE OF THE SERVICE OR $10. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You will defend, indemnify, and hold Second Avenue, its affiliates, directors, officers, agents, employees, and its licensors, suppliers, and Distributors harmless from any costs, damages, expenses, and liability caused by your use of the Service, your violation of these Terms, or your violation of any rights of a third party through use of the Service.
These Terms, and any rights or licenses granted under these Terms, may not be transferred, or assigned by you, but may be assigned by Second Avenue without restriction. Any assignment attempted in violation of these Terms is void.
Governing Law and Forum
These Terms will be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law provisions. You and Second Avenue agree to submit to the exclusive jurisdiction of the state and federal courts in Rochester, New York.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, THAT CAUSE OF ACTION IS PERMANENTLY BARRED.
Waiver and Severability of Terms
The failure of Second Avenue to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Second Avenue. If any provision of these Terms 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 these Terms remain in full force and effect.
These Terms are the entire agreement between you and Second Avenue regarding your use of the Service.
How to Contact Second Avenue
For questions, comments, complaints, or claims related to the Service, please contact Second Avenue at https://secondavenuelearning.com/support/
Notice to California Residents
If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.