We may revise and update these Terms from time to time in our sole discretion. If we make material changes to these Terms, we will post a notification on the MindPrint Learning website and we will attempt to notify you. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. As we will be continually refining the Services and adding more features, you are expected to check this page each time you access the Services so you are aware of any changes, as they are binding on you.

The Service includes an online assessment of cognitive skills (Assessment Service) that can then be used to access a customized list of product and service recommendations for improving educational offerings and academic outcomes. The Service is specifically designed for students ages 8-21 and education professionals.

The Service is provided to you by MindPrint and is not an attempt to practice medicine or provide specific medical advice. Any health information and links, whether provided by the Company, contracted for by the Company from a third party, or from un-affiliated external providers, is provided simply for your convenience and not for patient care or diagnostic purposes. Our Assessment Service has not received approval from the Food and Drug Administration.

You acknowledge and agree that the Services are provided “AS-IS” and are based on the current state of the art of cognitive research and technology in use by MindPrint at the time of the purchase or viewing. As research progresses and scientific knowledge and technology evolve, MindPrint is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which MindPrint provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that MindPrint may stop (permanently or temporarily) providing some Services (or any features within the Services) to you or to users generally at MindPrint’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform MindPrint when you stop using the Services unless you are requesting closure of your account. MindPrint assumes no responsibility for the use of Services outside the terms of this TOS or other applicable terms.

Neither MindPrint nor the Service is intended to provide legal or medical advice. The Service is intended only to assist you in an improved understanding of students’ learning strengths and weaknesses. Students may manifest behaviors that are not readily discernible by an online evaluation. Accordingly, before making any final decisions or implementing any educational strategy for an individual student, you should consider seeking additional advice from an education professional who is fully aware of the student’s circumstances and has met with the student in person. We stress that every individual has relative cognitive strengths and weaknesses and we believe that appropriate educational content can be used to improve both learning experience and outcomes based on scientific research made available throughout our website. However, you should not change your behaviors or provide academic support or interventions solely on the basis of information from MindPrint.

MindPrint Services are for informational use only. The Cognitive Information provided by MindPrint is for informational use only. While the assessment results that we report have been statistically normed and validated, and the technology we use has been widely used for clinical testing, these tests were not specifically designed for in-school administration. The Services are not intended to be used for any diagnostic purpose and are not a substitute for professional advice. You should always seek the advice of a licensed practitioner, physician, or other health care provider with any questions you may have regarding diagnosis, treatment, or mitigation of any condition or impairment or the status of a student’s cognitive health. MindPrint may, however, recommend resources, tests, health care providers, or other products, procedures, opinions, or other information on our website. As explained on our website, MindPrint believes that (a) cognitive function is only part of the picture of any individual’s state of being, (b) the state of the understanding of Cognitive Information is rapidly evolving and at any given time we only comprehend part of the picture of the role of cognitive function, and (c) only a trained physician or other health care provider can assess your current state of health or disease, taking into account many factors. You should not rely solely on information provided by MindPrint, MindPrint employees, and others appearing on our website at the invitation of MindPrint to make a determination about student needs.

We reserve the right to withdraw or amend the Services in our sole discretion without notice, provided it does not impact your ability to have access to your Cognitive Information. We will not be liable if for any reason the Services are unavailable at any time or for any period. However, we will make best efforts to provide reasonable advance notice if we know the Services will not be available. You are responsible for (1) making all arrangements necessary for you to access to the Services when provided reasonable advance notice and (2) ensuring that all persons, including students, who access the Services through your account with MindPrint Learning or your school’s or organization’s account with MindPrint Learning are aware of these Terms and comply with them.

To access the Services, you will be required to provide certain registration details, including payment information if you subscribe to Services that require fee payments. It is a condition of your use of the Services that all the information you provide via the Services is correct, current, and complete. You agree that all information you provide to register with MindPrint Learning or otherwise, including through the use of any interactive features of the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to (or use of) your username, password, or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

Notwithstanding the foregoing, you are permitted to provide access to the Services to your students or parents ("Authorized Users") via your MindPrint Learning account to allow them to use the Services. Authorized Users may access the Services via their own usernames and passwords.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have or any Authorized User has violated any provision of these Terms.

The Services and all textual, photographic, and video content made available via the Services are owned by MindPrint Learning, Inc. and its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Services for your personal, non-commercial, and educational use and the use of your students only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, grant any rights to the Services, or transmit the Services, other than User Content (as defined below), except as follows:

• Your computer may temporarily store copies of Services materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your web browser for display enhancement purposes.
• If we provide desktop, mobile, or other applications for download, you may download copies to your computers or mobile devices solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media features, you may take actions that are enabled by such features.
• Without limiting the foregoing, if we provide video content as part of the Services, such as webinars, you may only use such content for your internal purposes, and you may not permit access to or distribute such content to any third parties.

You must not, and you must not permit any Authorized User to:

• Modify copies of any materials from the Services except for the creation, revision, deletion, and sharing of records as permitted by the Services.
• Use any illustrations, photographs, video, or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.
• Use any product, service, material, article, apparatus, method, or other electronic product that incorporates, consists of, makes use of, or is made through the use of any part of our assessment services.
• Access or use for any commercial purposes any part of the Services unless as explicitly agreed to in writing and only then for educational purposes.

If you wish to make any use of material on the Services other than that set out in this section, please address your request to: info@mindprintlearning.com

No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by MindPrint Learning. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

The MindPrint Learning name and certain related names, logos, product and service names, designs, and slogans are trademarks of MindPrint Learning or its licensors. You must not use such marks without the prior written permission of MindPrint Learning. All other names, logos, product and service names, designs, and slogans on this website, including the University of Pennsylvania, are the trademarks of their respective owners and may not be used without your obtaining the express written permission of the respective owner. MindPrint Learning is not authorized to provide you with permission to use the trademarks, copyrights, or any other assets of our partners.

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services or allow any Authorized User to use the Services:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material which does not comply with the Content Standards set out in these Terms.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” or “spam” (or any other similar solicitation).
• To impersonate or attempt to impersonate an MindPrint Learning employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm MindPrint Learning or users of the Services or expose them to liability.

Additionally, you agree not to or allow any Authorized User to:

• Use the Services in any manner that could disable, overburden, damage, or impair the MindPrint Learning website or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
• Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Services.
• Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.

The Services may allow you to create, revise, delete, and share records and other content and may contain message boards, chat rooms, personal web pages, or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Content”) on or through the Services.

All User Content must comply with the Content Standards set out in these Terms.

You retain full ownership of your User Content. By providing any User Content on the Services, you grant us the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose such material, but only for purposes of providing the Services.

You represent and warrant that:

• You and each Authorized User own or control all rights in and to the User Content and have the right to grant the license granted above to us.
• All of your User Content does and will comply with these Terms.

You understand and acknowledge that you are responsible for any User Content you or an Authorized User submits or contributes, and you, not MindPrint Learning, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Content posted by you or any other user of the Services.

We have the right to:

• Remove or refuse to post any User Content for any reason at our sole discretion.
• Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion if we believe that such User Content violates these Terms, including by violating the Content Standards, infringing any intellectual property right, threatening the personal safety of users of the Services, or the public, or by potentially creating liability for MindPrint Learning.
• Disclose your identity to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any materials on or through the Services. YOU WAIVE AND AGREE TO INDEMNITY, DEFEND, AND HOLD HARMLESS MindPrint Learning FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY MindPrint Learning DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER MindPrint Learning OR LAW ENFORCEMENT AUTHORITIES.

However, we can neither review all material before it is posted on the Services nor ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third parties. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section.

These Terms commence upon the date you begin using the Services or, if you signed an Order Form, Purchase Order, or Proposal, for the Subscription Period set forth in the Order Form.

Either party may, in addition to other relief, terminate the Services and these Terms if the other party breaches any material provision of these Terms and fails within ten (10) days after receipt of notice of default to correct such default or to commence corrective action reasonably acceptable to the aggrieved party and proceed with due diligence to completion. Either party will be in default of these Terms if it becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver is appointed or a petition in bankruptcy is filed with respect to the party and is not dismissed within thirty (30) days. In addition, we have the right to immediately suspend or terminate your account (and all Authorized Users under your account) and your access to the Services immediately if you violate the “Prohibited Uses” section of these Terms.

Upon expiration of the Subscription Period or termination of your account, your user profile may be removed from the Services, User Content relating to your account may be removed from the Services, and User Content relating to your account will not be available to you. However, you understand that removed content may persist in backup copies for a reasonable period of time. MindPrint Learning has no obligation to maintain or provide the content and may delete all content provided unless legally prohibited from doing so.

Ninety (90) days after the end of the Subscription Period or termination of your account, MindPrint Learning will automatically de-identify any personal data (including student data) received from you. If you want to extract any such personal data from the Services, you must do so before the end of the Subscription Period or termination of your account.

Some use of the Services may require you to download a client software package (“Software”). MindPrint Learning hereby grants you a limited, nonexclusive, non transferable, revocable license to use the Software solely to access the Services. Your license to use the Software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights or that of our partners. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so.

If you detect an outage or have other issues accessing the Services, you can contact MindPrint Learning Technical Support as follows: During business hours (8 am – 5 pm ET) or by emailing info@mindprintlearning.com

MindPrint Learning is committed to compliance with the requirements of the Family and Educational Rights to Privacy Act (“FERPA”), the Children’s Online Privacy Protection Act (“COPPA”), all relevant state privacy laws (including state laws that specifically protect student data), and all regulations promulgated thereunder. Except when an exception applies under FERPA or other applicable law, we will not disclose any “personally identifiable information” of any “student” (as those terms are defined by FERPA) without obtaining the prior written consent of the student (or, if the student is not an “eligible student” as defined by FERPA, that student’s parent or legal guardian). Compliance with COPPA will be achieved by requiring that you or your school, school district, or educational organization obtain parental or guardian consent as described above. We will comply at all times with the terms of our Privacy Policy.

You agree that we may use any information that you provide or an Authorized User provides to us or that is collected via the Services (i) to provide the Services for your and each Authorized User’s benefit; (ii) to aggregate information in anonymized form for the purpose of preparing benchmarking reports and for other purposes consistent with any applicable legal requirements, including FERPA; and (iii) to utilize data capture, syndication and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any non-personally identifiable data or information resulting from your or an Authorized User’s use of the Services (“Statistical Data”). Statistical Data may be collected and used by us for (i) improving our educational products, (ii) demonstrating the effectiveness of our products and services, (iii) developing new services and applications, and (iv) any lawful business purpose without a duty of accounting to you, provided that the Statistical Data is used only in aggregated form, without specifically identifying you, any student or other individual, or the source of the Statistical Data.

We respect the intellectual property rights of others, and ask that you do the same. It is our policy to terminate the MindPrint Learning account of anyone who infringes the copyright or intellectual property rights of others. If you believe that any materials you access via the Services infringe your copyright or other intellectual property rights (e.g., trademark infringement or right of publicity), please contact our Copyright Agent at the address below and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest or other intellectual property interest; (2) a description of the copyrighted work or other interest that you believe has been infringed; (3) identification of the content you believe to be infringing in a sufficiently precise manner to allow us to locate that content; (4) adequate information by which we can contact you, including your address, telephone number, and email address; (5) a statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the copyright or other intellectual property right, its agent, or the law; and (6) 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 owner’s behalf.

If you believe that any content you posted via the Services that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner or the owner of the intellectual property, the owner’s agent, or pursuant to the law, to post and use such content, you may send a counter-notice containing the following information to our Copyright Agent: (1) your physical or electronic signature; (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; (4) adequate information by which we can contact you, including your name, address, telephone number, and e-mail address; and (5) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by our Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing this person that the removed content may be replaced or access to the content restored in ten (10) business days. Unless the copyright owner or owner of the intellectual property files an action seeking a court order against you, the removed content may be replaced, or access to it restored, at our sole discretion.

Our designated Copyright Agent for notices of copyright infringement and counter-notices is: MindPrint Learning, Inc.

info@mindprintlearning.com

The Services may contain links to third-party websites or resources. MindPrint Learning does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources.

MindPrint Learning represents and warrants that, during the Subscription Period, the Services will operate substantially in accordance with any applicable documentation provided by MindPrint Learning; provided that (i) the Services are implemented and operated in accordance with all instructions supplied by MindPrint Learning; (ii) you notify MindPrint Learning of any defect in the Services within ten (10) calendar days after the appearance thereof; (iii) you have properly used all updates recommended by MindPrint Learning with respect to any third party or adapter software products that materially affect the performance of the Services; (iv) you have properly maintained all associated equipment, software, and environmental conditions in accordance with applicable specifications and industry standards; (v) you have not introduced other equipment or software creating an adverse impact on the Services; (vi) you have paid all amounts due hereunder and are not in default of any provision of these Terms; (vii) any legacy software with respect to which the Services are to operate contains clearly defined interfaces and correct integration code; and (viii) you have made no changes (nor permitted any changes to be made other than by or with the express approval of MindPrint Learning) to the Services source code, if any is licensed hereunder.

EXCEPT FOR THE EXPLICIT WARRANTIES HEREIN, THE SERVICES AND RELATED SOFTWARE ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AT YOUR OWN RISK, WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MindPrint Learning will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MindPrint Learning, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, GOODWILL, REVENUE, OR PROFITS), REGARDLESS OF LEGAL THEORY, WHETHER OR NOT MindPrint Learning HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF: (1) $1,000 OR (2) (IF YOU HAVE A PAID ACCOUNT) THE AMOUNTS PAID BY YOU TO MindPrint Learning FOR THE PAST TWELVE (12) MONTHS IMMEDIATELY PROCEEDING WHEN THE LIABILITY FIRST AROSE. THE LIMITATIONS, EXCURSIONS, AND DISCLAIMERS SET FORTH IN THESE TERMS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.

MindPrint Learning agrees to defend, indemnify, and hold you harmless from any third-party claim (including reasonable attorneys’ fees) that the Services in the form provided violate or infringe the intellectual property rights of any third party; provided, MindPrint Learning is given prompt notice of the claim and sole control over the defense and any settlement thereof (except MindPrint Learning shall not enter into any settlement prejudicial to you without your consent). MindPrint Learning is not obligated to indemnify you to the extent any claim arises from your breach of these Terms or use of the Services in combination with any software, data, process, or technology not supplied by MindPrint Learning (where there would be no claim, but for such combination) or (ii) unless you provide MindPrint Learning your reasonable cooperation at MindPrint Learning’s expense.

You agree to defend, indemnify, and hold harmless MindPrint Learning, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, service providers, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) resulting from your violation of these Terms or your use of the Services, including, without limitation, any use of the content, services, and products of the Services other than as expressly authorized in these Terms.

We may make certain mobile applications available to you. The use of mobile applications in connection with the Services is governed by these Terms. In addition, you must comply with all applicable third-party terms of agreement when using the mobile applications (for example, any agreement with a wireless service or wireless data provider). You agree that these Terms and the Privacy Policy are between you and us, and that even if you receive access to the Services through Apple, Inc.’s App Store or any other source (collectively, the “Distributor”) for use on a mobile device, the Distributor has no liability or responsibility whatsoever to you related to MindPrint Learning, whether by contract, warranty, or otherwise, and you will look only to MindPrint Learning for any support regarding the Services. You may use the MindPrint Learning mobile application on a product that you own or control and as permitted by the usage rules set forth by the Distributor. The Distributor is not responsible for addressing any claims of any sort related to the Services, and you must address any claims directly with MindPrint Learning. The Distributor and its subsidiaries have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary hereof.

THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY DELAWARE LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF DELAWARE, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Terms constitute the entire and exclusive agreement between you and MindPrint Learning with respect to the Services, and supersede and replace any other agreements, terms, and conditions applicable to the Services. These Terms create no third party beneficiary rights. MindPrint Learning’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but MindPrint Learning may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. MindPrint Learning and you are not legal partners or agents; instead, our relationship is that of independent contractors.