TERMS OF USE

Last updated December 8, 2023

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and SYS Education, LLC (“SYS Education,” the "Company", “we”, “us”, or “our”), concerning your access to and use of http://www.syseducation.org and other websites and online channels we own or operate (collectively, the “Website”), the AdminDash application, and other products and services we offer our  (collectively, the “Services”). Any terms we use herein without defining them have the definitions given in our Privacy Notice. Additional, separate terms may apply to certain products or services we offer, and such additional terms will be considered a part of these Terms of Use.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND SYS EDUCATION. 

We reserve the right to modify these Terms at any time by updating this posting without notice. If you use the Website in any way after a change to the Terms is effective, that means you agree to all of the changes.

  1. AGREEMENT TO TERMS

To use our Services, you must agree to be unconditionally bound by these Terms. You accept these Terms by clicking to accept or agree to the Terms where this option is made available on the Website, in any agreement or electronic form, or by simply visiting the Website. You must be of legal age and capacity to form a binding contract to accept these Terms. These Terms will remain in effect while you use the Website. If you are accessing or using the Services on behalf of an organization or other legal entity, all references to “you” herein shall include you personally as well as such legal entity and its end users of the Services (“Users”) and you represent and warrant that you are authorized to act on behalf of the legal entity and to bind it to these Terms. These Terms will remain in effect while you or any of your Users access or use the Services. If you do not agree to these Terms, do not use the Services in any manner.

2. REPRESENTATIONS

By using the Services, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Services for any illegal or unauthorized purpose; and (5) your use of the Services will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

3. PRIVACY NOTICE

You acknowledge that you have read and understand the Privacy Notice applicable to the Services you use. You may review our Website Privacy Notice at any time by visiting our Website and clicking on the Privacy Notice link. Certain Services have their own privacy notices, accessible via those Services.

4. COPPA & FERPA

The Services are intended for users who are at least 18 years old.

The AdminDash application and other Services may interact with information subject to the Children's Online Privacy Protection Act ("COPPA") and the Family Educational Rights and Privacy Act (“FERPA”) laws. Relevant information is managed in compliance with COPPA and FERPA, as applicable. FERPA is a U.S. federal law that requires student information to be kept private but made available to parents. SYS Education provides several security features within the Services to protect the privacy of students' grades and other Personal Information. Each school district that uses the Services is responsible for complying with all legal requirements, including FERPA, and SYS Education is not liable for any noncompliance with such legal requirements by a school or school district. Please see our Privacy Notice for more details.

5. SYS EDUCATION SERVICES

On behalf of yourself and all of your Users, you agree to: (i) these Terms in their entirety; (ii) be responsible for compliance with these Terms in all respects by each of your Users; (iii) be responsible for the accuracy and legality of any data or other content input to the Services by your Users; and (iv) use the Services only in accordance with these Terms and applicable law. You agree to these Terms on behalf of yourself and your Users. Any use of the Services in violation of the foregoing by you or your Users will be considered a material breach of these Terms. 

Your Data

Although we perform routine backups of data, the Services are not intended for use for archival purposes, and you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

User Access

You agree that you: (a) are solely responsible for compliance with these Terms by your Users (b) are solely responsible for the accuracy of your User count use of the Services under your subscription, and the accuracy and legality of any data, including Personal Information, which is input to the Services by your Users, (c) will use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify SYS Education promptly of any unauthorized access or use, (d) will use the Services only in accordance with these Terms and all applicable law, and (e) will comply with the terms of service of any third party software with which you use the Services. You represent and warrant that any information you submit to the Services is truthful and accurate and you will maintain the accuracy of that information, and you agree to be solely responsible for securing any and all privacy-related rights and permissions from Users and other individual persons as may be required by regulation, statute, other law, the Privacy Notice, or your policies or guidelines. Any use of the Services in violation of this Section 5 by you or your Users that in our judgment threatens the security, integrity, or availability of the Services may result in immediate suspension of access to the Services.

Technical Requirements

To access and use the Services, you must have a compatible computer or handheld device, internet access, and the necessary minimum specifications (“Technical Requirements”). The Technical Requirements for Apple iOS devices and Android OS devices can be found on SYS Education.com. The Services may request certain privacy permissions from time to time. You acknowledge that the terms of the agreement with your mobile network provider will continue to apply when using the Services. Data and messaging charges may apply to your use of the Services on a mobile device. You may also incur third-party charges. You accept responsibility for any such charges that arise. If you are not the bill payer for the device being used to access the Services, it will be assumed you have received permission to use the Services from the bill payer.

Updates

From time to time, we may, in our sole discretion, develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (“Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any features or functionality. Services updates may occur automatically, or you may be prompted to update your Services access. You agree to promptly complete all Updates and you acknowledge and agree that our Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to these Terms.

6. FEES AND PAYMENT

You may access the Website for free, but you may be required to purchase or pay a fee to access some of the Services. You agree to pay the fees associated with the Services to which you subscribe or purchase and any changes you make to your selections from time to time, as well as any and all applicable sales and use taxes for your subscription or purchase based on the address that you provide. All fees are quoted in United States dollars. 

To receive subscription or free trial, you must maintain a valid payment method associated with your account. If you subscribe to Services offered on an auto-renew or recurrent payment basis, you hereby expressly authorize SYS Education to charge your payment method at the intervals to which you agree when you subscribe, along with any sales and use taxes and any late fees or interest. Invoices will be delivered to the email address associated with your account. It is your responsibility to maintain a valid and up-to-date email address on your account. SYS Education may permit payment by check for certain Services.

You represent and warrant that the payment information you provide to us is correct and accurate and you are using a payment method that you are legally authorized to use for this purpose. You agree that you are solely liable for any payment or credit card fraud, abuse, or unauthorized use by you or others. Except for downgrades and cancellations by you in the manner permitted herein, payments are nonrefundable, and there are no refunds or credits for partially used periods.

If you do not pay on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend or terminate your access to the Services. If any payment is not received within 30 days after the due date, then we may charge a late fee of $10 and we may assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date paid. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Services. We may change prices at any time. All purchases are non-refundable. You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. Please contact us with questions at info@syseducation.org or 1-503-479-4719.

7. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Services and all contents thereof, including without limitation trademarks, service marks, and logos contained therein (the “Marks”) and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Services (collectively, the “Content”) and the are owned or controlled by SYS Education or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. 

Provided that you are eligible to use the Services, you are granted a non-exclusive, limited, revocable, non-sublicensable license to access and use the Website or to use any other Services to which you have subscribed or otherwise gained access through a separate agreement with SYS Education. The Services and Content are provided on the Services “AS IS” for your information and personal or internal business use only. You may only use the Services and Content for the purposes of using the Website as an internal or personal business resource or to use other Services in accordance with your subscription or other contract with SYS Education.  

Except as expressly provided in these Terms, no part of the Services and no Marks or other Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Nothing in these Terms is intended to transfer to you any rights to the Services or Content or grant you any license thereto other than as specifically set forth in these Terms. You may not commercialize the Services in any manner. SYS Education reserves all rights not expressly granted to you in and to the Services, the Marks and other Content.

8. USE RESTRICTIONS

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Services, you agree not to:

  • Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

  • Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.

  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.

  • Use any information obtained from the Services in order to harass, abuse, or harm another person.

  • Make improper use of our support services or submit false reports of abuse or misconduct.

  • Use the Services in a manner inconsistent with any applicable laws or regulations.

  • Engage in unauthorized framing of or linking to the Services.

  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.

  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

  • Delete the copyright or other proprietary rights notice from any Content.

  • Attempt to impersonate another user or person or use the username of another user.

  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism.

  • Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.

  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.

  • Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.

  • Copy or adapt the software, including but not limited to Flash, PHP, HTML, JavaScript, or other code, on the Services.

  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.

  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software.

  • Use a buying agent or purchasing agent to make purchases on the Services.

  • Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means to send unsolicited email, or create user accounts by automated means or under false pretenses.

  • Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

9. FEEDBACK

While using the Website, you may choose to send us certain communications, suggestions, comments, improvements, ideas, or other feedback related to the Website (collectively, “Feedback”). You hereby grant to SYS Education all rights, titles, and interests in and to any Feedback. In the event this grant is not sufficient for us to fully realize and use the Feedback, you grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Services any of the Feedback. By providing Feedback, you are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from or shared with any third party.

10. REPORTS

The Company may, from time to time, deidentify the Personal Information (“Deidentified Information”) that we collect through the Services and combine it with others’ Deidentified Information in order to generate reports and studies. The Company uses these reports and studies for internal purposes only. Any such reports or studies are the sole and exclusive property of the Company. You hereby assign any rights you may have to such reports and studies and your Deidentified Information contained therein to the Company in perpetuity throughout the world for any and all present or future uses in any and all languages and for no compensation. All Deidentified Information will be treated as nonconfidential and nonproprietary. The Company shall be under no obligation of any kind with respect to such Deidentified Information and shall be free to reproduce, make derivative works from, use, disclose, and distribute the Reports to others without limitation. Additionally, the Company may use any ideas, concepts, know-how, or techniques contained in generating repots or studies for any purpose whatsoever including, but not limited to, developing, manufacturing, or marketing products incorporating such information.

11. USER GENERATED MATERIAL

You may have the opportunity to publish, transmit, submit or otherwise post comments, photos, or other materials on the Services (“User Generated Material”) that may be accessible and viewable by the public or others. You represent that, concerning User Generated Material posted by you (i) you created and own the rights to the content or you have the owner’s express permission to post such content, and (ii) the content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks or privacy rights) or violate any applicable laws, rules or regulations, these Terms, or any of our other posted policies. Additionally, User Generated Material must not: 

  • Contain any material that is false, defamatory, libelous, obscene, harassing, threatening, discriminatory, bigoted, hateful, violent, vulgar, profane, pornographic, or otherwise offensive, inappropriate, damaging, unlawful, disruptive or harmful; 

  • Violate the Company’s or any other person’s or entity’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate, or assist any illegal activity or unlawful act;

  • Create or threaten harm to any person or loss or damage to property;

  • Include others’ Personal Information, such as their address, phone number, email address, social security number, financial information, or any other information that may be used to track, contact, or impersonate that individual;

  • Infringe any patent, trademark, trade secret, copyright, contract or other intellectual property or other proprietary rights of the Company or any other person;

  • Seek to harm or exploit children by exposing them to inappropriate content, asking for Personal Information or otherwise;

  • Misrepresent your identity or affiliation with any person or organization, including the Company;

  • Seek to collect others’ email addresses, usernames, or passwords by any means for any purpose;

  • Seek to transmit chain letters, bulk or junk email, whether automated or not, or to interfere with, disrupt or create an undue burden on the Company or the networks or services connected to the Services, or to install or attempt to install or promote spyware, malware or other computer code on our computers or equipment or the computers or equipment of third parties;

  • Relate to commercial activities such as contests, sweepstakes, or other sales promotions, barter, advertising or offers of sale or purchase of goods and services; or

  • Be otherwise objectionable or non-family friendly as determined by the Company at our sole discretion.

We reserve the right, but have no obligation to, monitor, review, screen, post, remove, reject, modify, or store User Generated Material at any time and for any reason without notice. We may refuse, alter, or remove User Generated Material without notice for any reason at our sole discretion. We do not endorse any User Generated Material, and the User Generated Material posted does not reflect our opinions, views, or advice. We take no responsibility and assume no liability for any User Generated Material that you or a third party posts or sends on or through the Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. 

You understand that User Generated Material may be accessible and viewable by the public or others. You are solely responsible for your User Generated Material and the consequences of posting it online. You assume all risks associated with interacting with other users through the Services, and, to the extent the law permits, you release us from any claims or liability related to any User Generated Material posted to the Services and from any claims related to the conduct of any other users. 

SYS Education does not claim ownership of User Generated Material that a user provides, uploads, submits or sends to SYS Education. Notwithstanding the foregoing, you hereby grant SYS Education an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such User Generated Material in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting SYS Education, its products and services. You further acknowledge that SYS Education may modify the User Generated Material for any purpose. However, SYS Education has no obligation to use any User Generated Material, and SYS Education’s use of any User Generated Material does not create or imply any endorsement of or affiliation with you. You acknowledge and agree that SYS Education will not compensate you for any User Generated Material.

12. MANAGEMENT

We reserve the right, but not the obligation, to: (i) monitor the Services for violations of these Terms; (ii) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (iii) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your User Generated Material or any portion thereof; (iv) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (v) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

13. SERVICES ACCESS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

14. COPYRIGHT INFRINGEMENT/DMCA NOTICE

SYS Education takes claims of copyright infringement seriously. It is our policy, in appropriate circumstances and at our discretion, to respond to notices of alleged copyright infringement following the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”). Upon receipt of a DMCA-compliant notice, we will expeditiously remove or disable access to the content that is the subject of the notice. If you are a copyright owner or an authorized agent thereof, and you wish to file a notice of infringement with us, then you may contact us at info@syseducation.org. Please include the following information with your complaint (you should speak with your legal counsel to confirm these requirements): 

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Website are covered by a single notification, a representative list of such works at that Website.

  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. 

  • Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted.

  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. If material is believed in good faith by SYS Education to infringe a copyright or otherwise violate any intellectual property rights, SYS Education will remove or disable access to the material. 

Before submitting a notice of claimed copyright infringement, please note that doing so can have serious legal consequences. Be sure to consider whether the “fair use” doctrine or another similar limitation of copyright rights applies in your circumstances. Please note that under Section 512(f) of the DMCA, ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING MAY BE SUBJECT TO LIABILITY. If you are unsure whether the material available online infringes your copyright, we suggest that you contact an attorney before sending us notice. 

15. TERM AND TERMINATION

These Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

16. DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES, AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. You agree that any dispute, controversy or claim between you and the Company arising out of or relating to: (i) these Terms, or the breach thereof; (ii) our provision of the Services; (iii) your access to or use of the Services; or (iv) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the arbitration procedure outlined below.

Informal Negotiations

We want to address your concerns without the necessity of a formal legal case. Before filing a claim against the Company, you agree to try to resolve the Dispute informally by contacting info@syseducation.org. The Company will contact you by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or the Company may bring a formal proceeding.

Binding Arbitration

You and the Company each agree to resolve any Disputes through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Portland, Oregon, United States, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either you or the Company may assert claims, if they qualify, in small claims court in Portland, Oregon or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

Class Action Waiver

You may only resolve Disputes with the Company on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.

Governing Law

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Oregon applicable to agreements made and to be entirely performed within the State of Oregon, without regard to its conflict of law principles. Except as otherwise required by applicable law, if the agreement to arbitrate is found not to apply to you or your claim, you and the Company agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts in Multnomah County, Oregon.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Limitation on Claims

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

17. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITES, OR ANY WEBSITES OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

18. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

19. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve 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, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

20. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting or using the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications from SYS Education, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

21. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

22. LEGAL COMPLIANCE

You agree to at all times comply with all applicable local, state, federal, and foreign laws in using the Services. The information provided on the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

You agree to comply with all applicable laws. Without limiting the foregoing, you agree to comply with all United States export laws, rules, and regulations, including but not limited to Export Administration Regulations, and applicable import laws of your locality (if you are not located in the United States), and you agree not to export the Platform or any component thereof without first obtaining all required authorizations or licenses. You shall be responsible for any breach of this section by you or your Users.

23. U.S. GOVERNMENT RIGHTS

Our services are “commercial items” as defined in Federal Acquisition Regulation 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense, our services are subject to the terms of these Terms in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms in accordance with Defense Federal Acquisition Regulation 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms.

24. MISCELLANEOUS

These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

25. Other Agreements and Updates

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Services so that you understand which Terms apply. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Services after the date such revised Terms of Service are posted.


CONTACT

Please direct any questions or concerns to info@syseducation.org or by post to 

SYS Education, LLC
5691 SE International Way
Milwaukie, OR 97222
United States

Phone: 1-503-479-4719
info@syseducation.org