These Terms of Use describe the terms by which Urban Education Exchange. (“UEE”) offers you access to this website and the services offered including providing educational material and curricula online ("Curricula") (collectively, the “Website”). In consideration of UEE granting you access to the Website and Curricula and by clicking on the "I Agree" check-box, you represent that you have read and understand each of the terms and conditions of these Terms of Use and agree that these Terms of Use govern your use of the Website and Curricula. UEE may revise these Terms of Use from time to time by posting the revised terms on the Website, with the revised terms taking effect as of the date posted. Your continued or repeated use of the Website and/or Curricula indicates your agreement to be bound by such revised Terms of Use. If you do not agree to accept these Terms of Use, you may not access or otherwise use the Website or Curricula.

Any other written (including any click-through) agreements between you and UEE shall remain in full force and effect.

You agree that the Website, including all software, trademarks, service marks and content, including text, graphics, logos, icons, photos, products, materials, audio clips, downloads and data compilations, and all intellectual property and proprietary rights in the foregoing, are the valuable property of UEE and/or its licensors. The Website is protected by U.S. and international copyright laws.

UEE shall have sole and complete control over, and reserves the right at any time to make changes to the Website, including the configuration, appearance, content and functionality of the Website.

Other than the limited right to use the Website according to these Terms of Use and any rights you may have in your account information, you obtain no rights to the Website or any portion thereof. The right to use the Website is personal to you and is not transferable to any other person or entity. Your right to use the Website and Curricula shall automatically, and immediately cease upon your breach of these Terms of Use or any other terms or conditions made available via the Website. Furthermore, your use of all or a portion of the Website may be immediately terminated at any time by UEE, for any reason and without notice.

You are responsible for all use of your account for the Website (under any screen name or password) and for ensuring that all use of your account complies fully with the provisions of these Terms of Use, the Website Privacy Policy and any other provisions and agreements posted on the Website. You are responsible for protecting the confidentiality of your user name and password. You agree to provide accurate, current and complete information about you at the time of registration for the Website or at anytime the Website or UEE may prompt you or request for such information.

UEE may in its sole discretion suspend or terminate your use of the Website or Curricula including not posting material uploaded by you.

You agree that you will not without UEE’s prior written permission:

(a)        sell, lease, transfer, recirculate, publish, transmit, perform, display, create derivative works of, make available or otherwise provide access to or exploit the Website or Curricula including any portion or service thereof, to any person, whether through oral, written, or electronic means, whether as a demonstration, for commercial purposes or otherwise;

(b)        copy or otherwise reproduce in any medium any portion of the Website or Curricula other than your account information and any other information or data that you own and provide to the Website;

(c)         access, alter, decompile or reverse engineer any software or other component of the Website; or

(d)        upload, post, e-mail, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.

By posting, uploading, inputting, providing or submitting ("Posting") any information, graphical material comments, ratings and/or survey responses on the Website ("Submission"), you are granting UEE permission to use your Submission in connection with the operation of the Website and UEE's future websites, including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; to publish your name in connection with your Submission; and the right to sub-license such rights to any user of the Website. No compensation will be paid with respect to the use or license of your Submission, as provided herein. UEE is under no obligation to post or use any Submission you may provide and UEE may remove any Submission at any time in its sole discretion. You Post content on the Website at your own risk. UEE cannot and does not guarantee that your submissions will not be viewed by unauthorized persons.

You are solely responsible for any Submission that you Post. You may not Post any Submission that you did not create or that you do not have permission to post. You understand and agree that UEE may, but is not obligated to, review the Website and may delete, remove (without notice) or refuse to post any Submission in its sole discretion, for any reason or no reason, including Submissions that in UEE’s sole judgment might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any Submissions you post or store on the Website or provide to UEE.

You represent and warrant that any Submission or other content and information that you submit to UEE or the Website:

(a)        is owned or controlled by you and provided without violation of any third party’s rights;

(b)        does not otherwise violate these terms of use;

(c)        is truthful and accurate;

(d)        does not infringe any patent, trademark, trade secret, copyright or other intellectual property right of any party; and

(e)        does not contain any content that is infringing, harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, lewd, fraudulent, or invasive of privacy or publicity rights or that may expose UEE or any users of the Website or Curricula to any harm or liability of any type.

UEE hereby grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to access and use the Curricula for the sole purpose of performing the duties within the scope of your employment as an educator for your current employer. The Curricula is confidential and proprietary information which shall not in any way be disclosed to any third party, except for the sole purpose of performing the duties within the scope of your employment as an educator for your current employer. You agree that you will not use the Curricula for any commercial endeavor. You may not modify, copy, distribute transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell the Curricula or any information, products or services obtained from the Curricula without UEE’s prior written consent.

The Curricula is covered by various intellectual property rights, including copyright and copyright in all derivative works (17 U.S.C. §101 et seq.) and trademark rights (15 U.S.C. §1051 et seq.). You acknowledge that UEE is the sole owner of all such intellectual property rights in the Curricula and all derivative works resulting therefrom.

You agree that you may access the Website through the World Wide Web or other Internet provider which is not necessarily secure, and that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties. UEE does not warrant that any such system or communication is secure.

When using the Website, UEE may rely upon your unique user ID and password in identifying you as an authorized user of the Website and, accordingly, you shall at all times maintain the secrecy and integrity of your user ID and password, if any, and shall not disseminate or otherwise disclose your user ID or password to third parties. You agree to be responsible for and bound by all communications (and consequences thereof) placed on, executed through or facilitated by the Website using your user ID and password or otherwise initiated by you. UEE shall not be liable for any unauthorized use of your user ID or password. 

You agree that if you suspect, or become aware of a technical failure or any improper access to or use of the Website or your user ID by another person, you shall promptly notify UEE of such occurrence, and shall, as promptly as practicable, take immediate actions to terminate such person’s access to and use of the Website. UEE reserves the right to limit or terminate your access to and use of the Website (or any part of the Website) immediately and without prior notice.

You represent, warrant and covenant to UEE, at all times while these Terms of Use are in effect, that:

(a)        you possess all power, authority and applicable approvals (if any) necessary for you to agree and abide by these Terms of Use;

(b)        these Terms of Use constitute a valid and binding agreement enforceable against you in accordance with its terms; and

(c)        your agreeing to and abiding by these Terms of Use will not cause you to be in violation of any other agreement or law, regulation, order or court process or decision to which you are a party or by which you or your properties are bound or affected.

ALTHOUGH UEE IS SERIOUS ABOUT PROVIDING YOU WITH A PRODUCTIVE EXPERIENCE USING THE WEBSITE, UEE MAKES NO GUARANTEES THAT YOUR SUBMISSION WILL BE INCLUDED AS PART OF THE WEBSITE.

THE WEBSITE, INCLUDING ALL CONTENT AND SERVICES AND THE CURRICULA, ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. UEE MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. UEE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE IS FREE FROM VIRUSES OR OTHER HARMFUL OR MALICIOUS COMPONENTS.

UEE MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE, INCLUDING ANY CONTENT OR SERVICE OR THE CURRICULA IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. IF YOU ARE ACCESSING THE WEBSITE FROM OUTSIDE THE UNITED STATES, YOU, NOT UEE, ARE RESPONSIBLE FOR COMPLIANCE WITH ALL UNITED STATES AND FOREIGN LAWS THAT ARE APPLICABLE, AND YOU AGREE TO INDEMNIFY UEE FOR ANY AND ALL LIABILITY ARISING OUT OF ANY BREACH OF SUCH LAWS.

UEE IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CONTENT POSTED ON THE WEBSITE ALTHOUGH UEE PROVIDES RULES FOR POSTINGS, UEE DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR WHAT USERS POST ON THE WEBSITE AND IS NOT RESPONSIBLE FOR ANY OFFENSIVE, INAPPROPRIATE, OBSCENE, UNLAWFUL OR OTHERWISE OBJECTIONABLE CONTENT YOU MAY ENCOUNTER ON THE WEBSITE OR IN THE CURRICULA. THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE WEBSITE.

Your Use of Third Party Websites

The Website may provide links to certain websites sponsored and maintained by third parties. Such third party websites are publicly available, and UEE is providing access to such websites through the Website solely as a convenience to you. The content and terms of use of other websites, including the services, goods or advertisements that such website may offer or link to is not maintained or controlled by UEE, and UEE makes no representations or warranties concerning the foregoing. The fact that the Website provides such links does not constitute any endorsement, authorization or sponsorship of such websites or their sponsors by UEE, nor, unless otherwise indicated, is there any affiliation between UEE and such sponsors, and such sponsors do not endorse, authorize or sponsor the Website. Moreover, UEE is in no way responsible for the availability, content or accuracy of such third party websites, including the services, goods or advertisements that such website may offer or link to, and does not make any warranty, express, implied or statutory, with respect thereto. You understand and agree that you use or rely on such websites solely at your own risk and that UEE does not grant to you any rights in respect of such websites. You agree to comply with the terms and conditions of use of all websites that the Website links to, and agree to indemnify UEE for any breach thereof. 

UEE shall have no duty or obligation to verify, correct, complete or update the Website.

You agree to indemnify, hold harmless, and defend at your own cost UEE and its officers, partners, affiliates, employees, agents, successors, and assigns (the "Indemnified Parties") from and against any cost, liability, judgment, settlement, claim, loss or damage (including attorneys’ fees and other expenses) (collectively “Losses”) arising out of or in connection with your use of or access to the Website or Curricula (including any Loss suffered as a result of or in connection with your reliance on the Website or Curricula, a breach by you of applicable law, any breach of your obligations contained herein, any unauthorized use of the Website, breach of any of your representations or warranties, or any Submission Posted to the Website), except to the extent the same is found by a court of competent jurisdiction from which no appeal can be or is taken to have resulted directly from the willful misconduct or gross negligence of UEE. 

No settlement of any claim (other than a settlement involving only the payment of money which is paid in full by you and in which UEE is completely released from liability) or consent to entry of any judgment shall be entered into without the consent in writing of UEE.

UEE SHALL HAVE NO LIABILITY, DIRECT OR INDIRECT, CONTINGENT OR OTHERWISE, TO YOU OR TO THIRD PARTIES WITH RESPECT TO THE WEBSITE, OR ANY PORTION THEREOF, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, INCLUDING WITHOUT LIMITATION, LIABILITY FOR (I) THE ACCURACY, RELIABILITY, PERFORMANCE, COMPLETENESS, TIMELINESS, CONTINUED AVAILABILITY OF THE WEBSITE; (II) ANY VIRUS OR OTHER HARMFUL OR MALICIOUS CODE TO CONTENT; (III) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. 

IN NO EVENT SHALL UEE BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING IN ANY MANNER TO YOUR USE OF, OR INABILITY TO USE, OR RELIANCE ON, THE WEBSITE, EVEN IF UEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN. UEE SHALL HAVE NO RESPONSIBILITY TO INFORM YOU OF, OR TO TAKE ANY ACTION IN CONNECTION WITH, ANY ERRORS OR DIFFICULTIES EXPERIENCED BY UEE OR OTHER THIRD PARTIES WITH RESPECT TO USE OF THE WEBSITE.

These Terms of Use are governed by the laws of the State of New York without application of the principles of conflicts of law. Each party submits to the jurisdiction of the State and Federal Courts located in New York City, Borough of Manhattan, for any action or proceeding relating to these Terms of Use, and expressly waives any objection it may have to such jurisdiction or the convenience of such forum.

You hereby waive service of process in connection with any legal matters or proceedings pertaining to these Terms of Use, and agree that (to the extent permitted by applicable law) service at the address indicated in your account information is proper service. Such service may be served by mail or fax, which shall be deemed full and complete service on you.

You Agree to UEE’s Privacy Policy

By accessing and using the Website, you agree that any information you provide or that UEE collects will be subject to the Privacy Policy posted on the Website.

UEE respects the intellectual property rights of others and therefore prohibits users from uploading, posting or otherwise transmitting on the website any materials that violate another party's intellectual property rights. If you believe that your work has been copied in any way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated by virtue of the Website please promptly notify us at copyrightnotice@ueexchange.org. When UEE receives proper notification of alleged copyright infringement UEE will promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described in accordance with the Digital Millennium Copyright Act. UEE retains the right in its sole discretion to limit access to the Website and/or terminate use of the Website by any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

These Terms of Use, and your rights and obligations hereunder, may not be assigned or transferred by you. UEE may transfer its rights and obligations hereunder subject to posting a notice on the Website to that effect.

No delay on the part of UEE in exercising any right or remedy under these Terms of Use shall operate as a waiver thereof, nor shall any waiver on the part of UEE, nor any single or partial exercise of any right under these Terms of Use, preclude any other or further exercise thereof or any other right under these Terms of Use. UEE’s rights and remedies under these Terms of Use are cumulative and are not exclusive of any rights and remedies provided for by law, in equity or otherwise.

In the event that any provision (or portion of a provision) of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of these Terms of Use (and of such provision) shall not be affected except to the extent necessary to delete such illegal, invalid or unenforceable provision (or portion thereof), unless the deletion of such provision (or portion thereof) shall substantially impair the benefits of the remaining portions of these Terms of Use.