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Bridges Educator Site

1.  Bridges Educator Site. All purchases of Bridges Second Edition Classroom Package, Number Corner Second Edition Classroom Package, or Bridges Intervention Set 1 or Set 2 Packages shall include one user license to access and use the Bridges Educator Site. If Subscriber purchased one or more Bridges Second Edition Classroom Packages, one or more Number Corner Second Edition Classroom Packages, or one or more Bridges Intervention Set 1 Packages or Bridges Intervention Set 2 Packages, Subscriber will have the number of user licenses that correspond to the number of packages purchased; and Subscriber can assign these user licenses to Subscriber’s employees. Subscriber may also purchase one or more a la carte accounts to access and use the Bridges Educator Site. Or a Subscriber may be granted temporary access to the Bridges Educator Site solely for the purpose of reviewing the Bridges Educator Site’s content for potential purchase of a license to use the Bridges Educator Site, the purpose of evaluating the Bridges program, the purpose of evaluating the Bridges University Program, or for another purpose if expressly permitted by MLC. Access to and use of the Bridges Educator Site is licensed to Subscriber subject to the terms and conditions of this Agreement (including the Privacy Statement, which is discussed below and which is incorporated into and made a part of this Agreement by this reference), unless otherwise agreed by the parties in writing. If Subscriber does not agree to these terms and conditions, Subscriber’s only recourse is to discontinue all use of the Bridges Educator Site. If Subscriber is an entity, the person accessing the Bridges Educator Site is acting on behalf of such Subscriber entity, and such person must have full authority to bind Subscriber to this Agreement. Subscriber agrees to comply with all applicable laws, rules, and regulations in connection with use of the Bridges Educator Site. In some cases in this Agreement and where the context dictates, “Subscriber” refers to the educational institution that purchased the license(s) for its employees to use the Bridges Educator Site. All terms and conditions in this Agreement, however, also apply to your usage; and all references to “Subscriber” in this Agreement include and refer to you, the individual who is accessing and using the Bridges Educator Site. 

2.  License.

(a) Grant for Purchase of Bridges Second Edition Classroom Package, Number Corner Second Edition Classroom Package, Bridges Intervention Package, or an a la carte Account. Subject to timely payment of all of Subscriber’s payment obligations (meaning Subscriber’s payment of fees to purchase Bridges Second Edition Classroom Package, Number Corner Second Edition Classroom Package, Bridges Intervention Set 1 or Set 2 Package, or an a la carte Bridges Educator Site account), Subscriber (meaning the individual accessing the Bridges Educator Site) is hereby granted a worldwide, nonexclusive, personal, nontransferable, nonassignable, nonsublicensable, revocable, and limited license to access and use the Bridges Educator Site and the publications, data, and content made available to Subscriber, whether through the Bridges Educator Site or other means (“Data”), which includes “Downloaded Data” as defined below. This usage license will continue until (i) you are no longer employed by the educational institution through which you obtained your user account (if applicable); or (ii) the educational institution through which you obtained your user account (if applicable) no longer uses Bridges Second Edition Classroom Package, Number Corner Second Edition Classroom Package, or Bridges Intervention Set 1 or Set 2 Package; or (iii) this Agreement is otherwise terminated pursuant to Section 12 below; whichever occurs first. The license grant provided here is granted to Subscriber, regardless of whether Subscriber was granted a license to use the Bridges Educator Site and Data prior to May 5, 2020 (such that such license was, at that time, a limited-term license, meaning there was a specific year limit) or whether Subscriber is granted a license to use the Bridges Educator Site and Data after May 5, 2020 (which license grants clarify that Subscriber is granted a license until the license automatically terminates because (i) you are no longer employed by the educational institution through which you obtained your user account (if applicable); or (ii) the educational institution through which you obtained your user account (if applicable) no longer uses Bridges Second Edition Classroom Package, Number Corner Second Edition Classroom Package, or Bridges Intervention Set 1 or Set 2 Package; or (ii) this Agreement is otherwise terminated pursuant to Section 12 below; whichever occurs first).

Subscriber (the educational institution) acknowledges and agrees that Subscriber will be granted the number of user accounts that correspond to the number of Bridges Second Edition Classroom Packages, Number Corner Second Edition Classroom Packages, and/or Bridges Intervention Set 1 or Set 2 Packages purchased by Subscriber; and if Subscriber requires additional user accounts, Subscriber can purchase such user accounts a la carte. Such users will then be granted the license granted herein to use the Bridges Educator Site and Data.  

Though the terms “Data” and “Downloaded Data” are sometimes referred to separately in this Agreement, the term “Data” includes “Downloaded Data.” Except as otherwise provided, the license includes the right to cache, download, transmit, retransmit, distribute, disseminate, and temporarily store the Data (“Downloaded Data”) to a storage device under Subscriber’s exclusive control. Subscriber may transmit, retransmit, distribute, disseminate, or post Downloaded Data only to a secure intranet accessible only by Subscriber’s students and their families for purposes that are consistent with the terms and conditions of this Agreement. Subscriber may also create printouts of Data for internal use and for distribution to his or her students and their families for purposes that are consistent with the terms and conditions of this Agreement. Subscriber may use and reproduce the Data solely in support of implementation in the classroom(s) for which it was purchased. Use and/or distribution of print or digital copies of Data for any other purposes are expressly prohibited. Without limiting the foregoing, Subscriber may not transmit, retransmit, distribute, disseminate, post, or otherwise make available Data on any publicly accessible website, publicly accessible file store, or other publicly accessible location.

(b) Grant for Temporary Access. If Subscriber has been permitted temporary access to the Bridges Educator Site, Subscriber is hereby granted a worldwide, nonexclusive, personal, nontransferable, nonassignable, nonsublicensable, revocable, limited, and temporary license to access the Bridges Educator Site solely to preview the Bridges Educator Site and Data for possible purchase of a license to use the Bridges Educator Site and Data. Subscriber may not use the Bridges Educator Site or the Data for any other purpose without the express consent of MLC. The term of such temporary license grant will be decided by MLC in its sole discretion upon granting such temporary usage license. Subscriber may download the Data to storage devices under Subscriber’s exclusive control‎, and Subscriber may store such copies of the Data for no more than the remainder of Subscriber’s term of temporary access to the Bridges Educator Site. Upon expiration of such period, if Subscriber has not purchased a longer-term license to use the Bridges Educator Site and Data, (i) MLC will terminate Subscriber’s access to the Bridges Educator Site and Data; and (ii) Subscriber must delete all downloaded copies of the Data.

(c) Limitations. Except as expressly authorized herein, Subscriber may not further copy, download, scrape, store, publish, share, transmit, retransmit, transfer, distribute, disseminate, broadcast, circulate, sell, resell, or otherwise use the Data or any portion of the Data, in any form or by any means, except with MLC’s prior written permission. Subscriber shall not sell, rent, lease, or otherwise charge any fee to students, other teachers, staff, or any other third parties for use of the Data. Subscriber shall not translate, modify, or create derivative works based on or derived from the Bridges Educator Site or the Data without prior written permission from MLC. This license is subject to availability of the Bridges Educator Site, and the Bridges Educator Site is provided “AS IS” and “AS AVAILABLE.” The performance of the Bridges Educator Site varies with the manufacturers’ equipment with which it is used. MLC may at any time discontinue and/or alter the content of and Data provided through the Bridges Educator Site at its sole discretion and without notice to Subscriber.

(d) Access. Each account is licensed for use by a single named Subscriber as indicated on the Purchase Order or Quote. User login credentials (login ID and password) are for use of the named user only and may not be shared or transferred.

(e) Rights in Data and Bridges Educator Site. Except for the limited license granted in this Agreement, MLC does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary rights or otherwise. Except for the limited license granted in this Agreement, all rights, titles, and interests in and to the Data in all languages, formats, and media throughout the world; in and to the Bridges Educator Site, in all languages, formats, and media throughout the world; in and to the selection, arrangement, and presentation of the foregoing; and in and to the overall design, “look and feel,” color combinations, and other graphical elements of the Bridges Educator Site, including without limitation all copyrights, patent rights, trade secret rights, trademark rights, and other intellectual property and proprietary rights therein, are and will continue to be the exclusive property of MLC and/or its licensors or suppliers. The Data found on the Bridges Educator Site, including but not limited to the format, layout, and data structures, are proprietary to MLC. Subscriber will not remove, obscure, or modify any copyright, trademark, or other proprietary rights notice from the Bridges Educator Site or the Data.

THE MATH LEARNING CENTER™, BRIDGES®, NUMBER CORNER®, MATH AND THE MIND'S EYE®, BUILDING MATHEMATICAL THINKERS®, and certain other trademarks, service marks, slogans, taglines, and names appearing on the Bridges Educator Site are registered or unregistered trademarks and service marks of MLC in the United States and other countries. MLC exclusively owns all rights, titles, and interests in and to these trademarks, service marks, and names. The display of these marks and of notices associated with these marks is not intended to be a comprehensive compilation of all of our trademark rights, and we may own other trademark rights. All rights not expressly granted are reserved. Subscriber’s use of our trademarks, service marks, and names without our prior written consent is strictly prohibited.

Product, service, and company names that appear on the Bridges Educator Site that are not owned by us are subject to trademark and/or other rights of other parties.

3.  Modification of Bridges Educator Site and Data. Unless otherwise expressly waived by MLC, we reserve the right, without notice and for any reason, to remove any Data or services offered through the Bridges Educator Site; or to modify, suspend, or discontinue access to the Bridges Educator Site (or any part thereof) and/or Data. Subscriber expressly acknowledges that, even if Subscriber has paid in advance for a license to access and use the Bridges Educator Site and Data, MLC may discontinue Subscriber’s access to the Bridges Educator Site and Data at any time if MLC discontinues access to the Bridges Educator Site and Data for all MLC customers.

4.  No Reverse Engineering Permitted. Subscriber may not reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the Bridges Educator Site, or portions thereof, nor may Subscriber reproduce all or any portion of the Bridges Educator Site.

5.  Usage Restrictions and Information Protection. Subscriber shall not use any Data and shall not distribute any Data to a third party for use in a manner contrary to or in violation of any applicable federal, state, or local law, rule or regulation. Subscriber will not create or compile a database of the Bridges Educator Site or Data without MLC’s prior written consent, and Subscriber will not otherwise access, use, download, or copy the Bridges Educator Site or Data in order to compete with MLC in any way. Subscriber will not use the Bridges Educator Site or Data to design, develop, operate, support, market, distribute, or otherwise make available any program, application, or service (including without limitation any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of, or interoperation with the Bridges Educator Site or Data. Subscriber will not upload, post, or otherwise transmit any software virus or any other computer code intended to interrupt, destroy, or limit the functionality of the Bridges Educator Site. Subscriber will not attempt to gain unauthorized access to the Bridges Educator Site through another user’s password or any other means. Subscriber will not impersonate any person or entity, create a false identity, or falsely state or otherwise misrepresent an affiliation with any person or entity. Subscriber will not collect any email addresses made available on the Bridges Educator Site for purposes of promotions or marketing campaigns, and Subscriber will not otherwise transmit, disclose, collect, or store personal information about others. Subscriber will not solicit others through the Bridges Educator Site. Subscriber will not use the Bridges Educator Site or Data in any manner that may adversely impact MLC’s resources or the availability of the Bridges Educator Site to others, or in any way that disrupts the operation of the Bridges Educator Site or Data or servers or networks that make the Bridges Educator Site available. MLC retains the right to temporarily or permanently block access to Data if MLC, in its sole discretion, believes that the Data may be used for an improper purpose or otherwise in violation of this Agreement. By accessing Data, Subscriber acknowledges that from time to time, MLC and/or various government entities may require Subscriber to identify a permissible use of the Data and may inquire as to Subscriber’s compliance with applicable laws and/or this Agreement. Subscriber agrees to cooperate with any inquiry. Subscriber shall report to MLC any misuse, abuse, or compromise of Data or Subscriber’s account of which Subscriber becomes aware.

6.  Responsibility for Certain Matters. Subscriber is solely responsible for maintaining confidentiality and security of Subscriber’s Bridges Educator Site passwords and for restricting access to Subscriber’s computer(s). Subscriber is also responsible for all access to and use of the account, Data, and the Bridges Educator Site that occurs under Subscriber’s account and passwords, whether or not Subscriber has knowledge of or authorizes such access and use. Sharing of the Bridges Educator Site passwords is strictly prohibited. We will not be liable for any loss, damage, or liability that you or others may incur as a result of someone else using your account and/or password, either with or without your knowledge. You may be held liable for losses, damages, and liabilities incurred by us or others as a result of someone else using your account and/or password, either with or without your knowledge.

7.  Disclaimer of Warranties and Limitation of Liability. YOU USE THE BRIDGES EDUCATOR SITE AND DATA AT YOUR OWN RISK. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE BRIDGES EDUCATOR SITE AND DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. MLC DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE BRIDGES EDUCATOR SITE AND DATA, INCLUDING, BUT NOT LIMITED TO: (A) WARRANTIES OF PERFORMANCE, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, SUITABILITY, SECURITY, RELIABILITY, ACCURACY, COMPLETENESS, TIMELINESS, CURRENT-NESS, LACK OF DELAYS, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES THAT ACCESS TO OR USE OF THE BRIDGES EDUCATOR SITE AND/OR DATA WILL BE CONTINUED, UNINTERRUPTED, SECURE, COMPLETE, ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT COMMUNICATIONS MADE THROUGH THE BRIDGES EDUCATOR SITE WILL BE SECURE AND NOT INTERCEPTED BY A THIRD PARTY; (C) WARRANTIES AS TO THE LIFE OF THE BRIDGES EDUCATOR SITE, ANY URL, OR ANY THIRD-PARTY WEB SERVICE; (D) WARRANTIES THAT ANY PARTICULAR SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH THE BRIDGES EDUCATOR SITE AND/OR DATA; AND/OR (E) WARRANTIES WITH REGARD TO ANY DATA OR SOFTWARE THAT HAS BEEN MODIFIED IN ANY WAY BY ANYONE OTHER THAN, AND WITHOUT THE EXPRESS APPROVAL OF, MLC. SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF INTERNET-BASED SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS, AND LOSSES, INCLUDING THE POTENTIAL INADVERTENT LOSS OF DATA AND/OR DAMAGE TO MEDIA AND/OR COMPUTER HARDWARE AND SOFTWARE.

Without limiting the generality of the foregoing paragraphs or any other disclaimers or limitations of liability contained in this Agreement, to the maximum extent permitted by applicable law, in no event will MLC be liable in contract, tort (including without limitation negligence), strict liability, or otherwise for any claim(s) relating in any way to: (a) Subscriber’s inability or failure to perform their work and/or tasks properly or completely, even if assisted by MLC or by use of Data; (b) any of MLC’s Data and/or the procuring, compiling, interpreting, editing, writing, reporting, or delivering of Data; (c) any decision made or action taken by Subscriber in reliance upon the availability of the Bridges Educator Site and/or Data; (d) any third-party feature or third-party websites, including linked third-party websites; (e) any consequential, punitive, exemplary, enhanced, incidental, indirect, or special damages of any kind (including without limitation damages for lost profits, loss of use, loss of data, loss of security, loss of your information, or unauthorized interception of such information by third parties); and/or (f) Subscriber’s rights hereunder or use of, or inability to use, the Bridges Educator Site and/or Data; even if MLC has been advised of the possibility of such damages or losses in advance.

SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE BRIDGES EDUCATOR SITE AND/OR DATA IS TO STOP USING THE SAME. The disclaimers and limitations of liability contained in this Agreement are a material part of our agreement. It is possible that applicable law may not allow for limitations on certain implied warranties or exclusions or limitations of certain types of damages. Solely to the extent that such law applies to you, some of the disclaimers, exclusions, or limitations in this Agreement may not apply to you, and you may have additional rights. However, in all circumstances, MLC’s maximum aggregate liability under this Agreement, if any, for any claim(s) for damages, losses, or otherwise, whether based in contract, tort (including without limitation negligence), strict liability, or other types of claims, shall be limited to the greater of (i) the aggregate amount of charges paid by Subscriber to MLC relative to the account, as applicable, which is the basis of the claim(s) during the twelve- (12-) month period preceding the event giving rise to such claim; or (ii) USD 50.00 (fifty U.S. dollars). Notwithstanding the foregoing sentence, if applicable law prohibits the limitation or exclusion of a party’s liability with respect to death or personal injury caused by such party’s negligence, fraud, or any other matter, then such party’s liability will not be limited or excluded to the extent of such prohibition under such applicable law.

No statements, whether oral or written, made by any director, officer, employee, or agent of MLC or made on the Bridges Educator Site or in the Data may be deemed as a representation or warranty on behalf of MLC in contradiction to this Section 7 or any other provisions of this Agreement.

In agreeing to the limitations of liability contained in this Agreement, Subscriber expressly waives any protections (whether statutory or otherwise) that would otherwise limit the coverage of the limitations of liability to include only those claims that Subscriber may know or suspect to exist in Subscriber’s favor at the time of agreeing to the limitations of liability. Without limiting the generality of the foregoing, Subscriber expressly waives California Civil Code § 1542 (and any similar laws in other jurisdictions), which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

8.  Limitation of Claims. Regardless of any statute or law to the contrary, no claim or action, regardless of form, which in any way arises out of this Agreement, may be made more than one (1) year after the basis for the claim becomes known to the party desiring to assert it.

9.  Indemnification. Unless, and only to the extent prohibited by applicable law, you agree to indemnify, defend, and hold MLC and its successors and assigns and each of their officers, directors, employees, affiliates, agents, licensors, and suppliers harmless for, from, and against all claims, losses, damages, liabilities, awards, sanctions, fines, demands, settlement amounts, and costs and expenses, including reasonable attorneys’ fees, resulting from or arising out of (1) any violation of any law, rule, or regulation by you; (2) your breach of or other noncompliance with any provision of this Agreement and/or the falsity of your representations and/or warranties made in this Agreement; (3) your misuse of the Bridges Educator Site and/or Data and/or your use of the Bridges Educator Site and/or Data otherwise than in accordance with the terms of this Agreement; and/or (4) your infringement, misappropriation, or other violation of any third-party rights and/or any third-party claim that MLC infringes, misappropriates, or otherwise violates any third-party rights as a result of or arising out of MLC’s use of user-generated content you submitted through the Bridges Educator Site.

10.  Effect of Agreement. This Agreement (and the Privacy Statement incorporated herein) embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter. Unless otherwise provided in this Agreement, MLC may amend the terms and conditions of this Agreement, and, in such event, MLC will post the changes on the Bridges Educator Site. Any changes will be effective when MLC posts the changes. If required by law, MLC will provide the changes to Subscriber via the contact information MLC has for Subscriber at that time, and such changes will be effective when MLC provides the changes to Subscriber. Subscriber agrees to be bound by the Agreement currently in effect each time Subscriber accesses the Bridges Educator Site.

11.  Audit Rights and Enforcement. We have the right, but not the obligation, at any time and with any frequency in our discretion, to audit your use of the Bridges Educator Site to determine your compliance with this Agreement. We have the right to enforce this Agreement, for any reason and in any manner or by any means that we, in our discretion, deem necessary or appropriate. We may cooperate with any legal process relating to your use of the Bridges Educator Site and/or any third-party claim that your use of the Bridges Educator Site is unlawful or infringes, misappropriates, or otherwise violates any third party’s rights.

12.  Termination. (a) This Agreement will immediately and automatically terminate (without a requirement of giving notice) if, and as soon as, you are no longer employed by the educational institution through which you obtained your user account (if applicable). (b) This Agreement will immediately and automatically terminate (without a requirement of giving notice) if, and as soon as, the educational institution through which you obtained your user account (if applicable) no longer uses Bridges Second Edition Classroom Package, Number Corner Second Edition Classroom Package, or Bridges Intervention Set 1 or Set 2 Package. (c) Either party may immediately terminate this Agreement by providing the other party written (email is sufficient) notice of such termination in the event of the other party’s insolvency, fraud, willful misconduct, unauthorized distribution of one or more passwords, or other material breach of this Agreement. (d) MLC may terminate this Agreement immediately by discontinuing Subscriber’s access to the Bridges Educator Site and Data if MLC discontinues access to the Bridges Educator Site and Data for all MLC customers; MLC is not required to provide notice to Subscriber in the event of such termination. (e) MLC may, at any time, terminate this Agreement immediately by discontinuing Subscriber’s access to the Bridges Educator Site and Data if Subscriber has not accessed the Bridges Educator Site in 24 or more months, and MLC is not required to provide notice to Subscriber in the event of such termination; provided, however, that the particular user whose account was terminated may request that MLC restore the account so long as such user continues to be employed by the Subscriber educational institution who paid for such user’s account (if applicable) and subject to MLC’s confirmation of the same with the Subscriber educational institution.

Upon termination of this Agreement either automatically or by either party and for any reason, Subscriber’s license to use the Bridges Educator Site and Data shall immediately and automatically terminate, and Subscriber shall (i) immediately cease all use of the Bridges Educator Site; and (ii) immediately cease all use of and destroy all tangible and/or intangible copies of the Data, including Downloaded Data maintained on a temporary and/or permanent storage drive. Upon termination of this Agreement either automatically or by either party and for any reason, Subscriber acknowledges and agrees that MLC may disable Subscriber’s access to the Bridges Educator Site. Access the Bridges Educator Site after such termination will constitute an act of trespass, among other potential claims. Unless required by law, MLC will not be required to make information associated with your account available to you upon termination of this Agreement.

13.  Subscriber’s Discontinued Use. Subscriber may discontinue use of the Bridges Educator Site at any time. This Agreement will continue to apply to all past use of the Bridges Educator Site, even if you are no longer using the Bridges Educator Site, whether voluntarily or because we terminated your access to the Bridges Educator Site.

14.  Force Majeure. MLC’s performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, pandemic or other disease, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like; and MLC shall have no responsibility or liability arising from its delay or failure to perform arising out of or resulting from such causes beyond MLC’s control.

15.  Notices; Electronic Communications. Unless otherwise set forth in this Agreement, notices from us to you may be made via postings to the Bridges Educator Site, by email, or by regular mail (sent by Express Mail or by certified or registered mail, return receipt requested, with all postage and charges prepaid), in our discretion. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings, based upon or relating to this Agreement and/or your use of the Bridges Educator Site, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Notices to us must be in writing and may be delivered personally, via our contact form (http://bridges.mathlearningcenter.org/contact), by email addressed to legal@mathlearningcenter.org, or by regular mail (sent by Express Mail or by certified or registered mail, return receipt requested, with all postage and charges prepaid). All notices and other written communications from you to us shall be addressed as indicated at the end of this Agreement or as specified by subsequent written notice by MLC.

16.  Governing Law; Venue. The Bridges Educator Site is controlled and operated from the United States and is not intended to (and shall not be deemed to) subject MLC to non-U.S. jurisdiction or laws. This Agreement and any dispute that may arise between you and MLC regarding the Bridges Educator Site and/or Data shall be governed in all respects by the laws of Oregon, U.S.A., without regard to conflict-of-laws principles that might result in the application of the laws of any other jurisdiction. In the event if a dispute, arbitration or litigation shall take place in either Marion County or Multnomah County, Oregon. Each party submits to the exclusive jurisdiction and venue of the courts located in Marion County and Multnomah County, Oregon, for any litigation arising out of this Agreement, and each party waives any jurisdictional, venue, or inconvenient forum objections thereto.

You agree that any dispute arising between you and MLC under this Agreement will be conducted only on an individual basis and not in a class, consolidated, or representative action. You further agree to waive your right to a jury trial in connection with any action or litigation arising out of or related to this Agreement.

17.  Dispute Resolution. 

(a) In case of disagreement or dispute involving the terms of this Agreement, the parties shall attempt to select a mediator acceptable to both. If they are unable to do so, each party shall nominate a professional mediator. Those two mediators shall designate a third mediator, and all three mediators shall handle the mediation. The costs of the mediators shall be shared equally between the parties. Each party shall pay their own legal fees.

(b) In the event a dispute or disagreement is not resolved by mediation within forty-five (45) days after the appointment of a mediator, then either party may seek to resolve the matter finally by arbitration by a sole arbitrator pursuant to the rules of the Arbitration Service of Portland. If such service is no longer in business, then such arbitration shall be pursuant to the rules of the American Arbitration Association. If one party fails to participate in the mediation as agreed upon, the other party can commence arbitration prior to the expiration of the time period set forth above. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. The costs of the arbitrator shall be shared equally between the parties. Each party shall pay their own legal fees.

(c) Notwithstanding the foregoing or anything to the contrary herein, Subscriber acknowledges and agrees that if Subscriber fails to perform or comply with any material provision of this Agreement, said breach or noncompliance will cause irreparable injury to MLC, and that MLC shall be entitled, in addition to any other rights and remedies it may have at law and/or in equity, to specific performance and an injunction (without proving damages and without posting a bond or other security) enjoining or restraining further breach or noncompliance, or threatened breach or noncompliance.

18.  Assigns and Successors. Neither this Agreement nor any part or portion hereof may be assigned, sublicensed, or otherwise transferred by Subscriber without MLC’s prior written consent. Any attempted assignments, sublicense grants, or other transfers made without MLC’s prior written consent shall be invalid. MLC may assign this Agreement and/or its rights and/or duties under this Agreement to a third party. 

19.  Privacy. For information on how we use and protect the personal information and automatically collected information collected through your use of the Bridges Educator Site, view our Privacy Statement. You acknowledge that you have read and understand our  Privacy Statement .

20.  Security. While we try to maintain the security of the Bridges Educator Site, we do not guarantee that the Bridges Educator Site will be secure. Additionally, third parties may make unauthorized alterations to or breaches of the Bridges Educator Site. If you become aware of any unauthorized third-party alterations to or use of the Bridges Educator Site or any other breach of security, please contact us immediately. If you become aware of a breach of security in your system that may affect user login credentials, please contact us immediately so that we may reset passwords for any affected users.

21.  Compliance with Government Requests. Nothing contained in this Agreement is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Bridges Educator Site and/or Data or information provided to or gathered by us with respect to such use.

22.  Links to Third-Party Websites. The Bridges Educator Site may provide links to third-party websites or resources that we do not own, operate, or control. You acknowledge that MLC has no control over such sites and resources. Therefore, MLC is not responsible for the availability of such external sites or resources and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources. If you click on the links, you will leave the Bridges Educator Site and be subject to the terms of use and privacy policies of the linked sites. You agree that MLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party website, content, products, or services available on or through any such website or resource.

23.  Web Forums; Blogs; Comments. MLC may provide one or more blogs or web forums, which may be accessed through the Bridges Educator Site. Such forums may or may not be monitored by MLC for user-generated content. Please be advised that web forum and blog content, including comments, attachments, shared lessons, URLs, and all other user-generated content, is the sole responsibility of the person supplying the user-generated content; and MLC disclaims any and all responsibility to control such content and all other responsibility and liability for such content. Opinions expressed on MLC web forums and in any corresponding comments are the personal opinions of the original authors, and not necessarily that of MLC. You acknowledge and agree that your reliance on user-generated content will be at your own risk.

(a) Ownership of and Right to Use User-Generated Content. If you choose to post any information, content, or comments (collectively, “user-generated content”) to our web forums, blogs, or other areas of the Bridges Educator Site, you consent to our posting and collection of such user-generated content, and you grant us permission to use (and to allow third parties to use) such user-generated content in connection with the operation of the Bridges Educator Site and our business generally, including without limitation, for our advertising and marketing purposes. You grant us the unrestricted, perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, and fully-paid-up nonexclusive right and license to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, reformat, and create derivative works based on your user-generated content; and to publish your name and city of residence in connection with your submitted user-generated content (though we are under no obligation to use your name or city of residence or to give you any attribution or credit for such user-generated content). You acknowledge and agree that we may use your user-generated content in any media, now known or hereafter developed. You will not be paid for our use of your user-generated content. We do not claim ownership of your user-generated content, unless otherwise expressly provided on the Bridges Educator Site. You acknowledge and agree that we may have something similar already under consideration or development, and we will own all right, title, and interest in and to what we create or develop without use of your user-generated content. You acknowledge and agree that we shall have no responsibility or liability to you or any third party for any use or misuse of your user-generated content by any other Bridges Educator Site user.

(b) Conduct Relating to Your User-Generated Content. If you post user-generated content to our web forums, blogs, or other areas of the Bridges Educator Site:

• You are solely responsible for the user-generated content you post. Upon your request, we may, but have no obligation to, remove user-generated content that you post, but copies may remain in our storage media. We retain the right to make archival and back-up copies of and to store user-generated content you post (and drafts of user-generated content that you never actually post), indefinitely. You agree, however, that we have no responsibility or liability for the deletion of or failure to store or transmit this user-generated content.
• You must not post user-generated content for unlawful purposes or to promote illegal activities.
• You must not post user-generated content using any automated means. You must not create multiple accounts for yourself with the intent of exploiting our Bridges Educator Site.
• We may, but are not obligated to, prescreen and/or monitor the user-generated content posted to the Bridges Educator Site. We reserve the right, however, to decide what to post and whether to remove any posts, without notice or liability to the user who posted the user-generated content or any other user.
• By posting, you represent and warrant that you have the right to share your user-generated content, and that our use of the user-generated content as allowed in this Agreement and inclusion of the user-generated content on the Bridges Educator Site, does not and will not infringe, misappropriate, or otherwise violate any third-party copyright, trademark right, patent right, trade secret right, and any other proprietary right, privacy right, right of publicity, or other right. You shall be solely responsible and liable for any damages or harm resulting from your posting of user-generated content to the Bridges Educator Site.
• In the event that we refuse to post your user-generated content or remove your user-generated content for any reason, we reserve the right to disclose such user-generated content as necessary to satisfy any applicable law, regulation, or governmental request.
• Because blogs are informal in nature, we may not identify our trademarks as such in all posts and comments; however, we continue to reserve all rights, titles, and interests in such trademarks, regardless of how they are used on the Bridges Educator Site.

24.  Infringement Policy. We respect the intellectual property of others, and we ask our users to do the same. We have adopted this Infringement Policy in accordance with the Digital Millennium Copyright Act of 1998, including the Online Copyright Infringement Liability Limitation Act. We will respond to clear notices of alleged copyright infringement that substantially comply with the requirements set forth here. We do not act as an arbiter or judge of disputes about intellectual property rights. It is our policy to remove content posted by users on our Bridges Educator Site (including our web forums), which content we believe in good faith is infringing a copyrighted work. By removing content, as a prudential matter, we do not endorse or validate a claim of infringement. If we remove user-generated content from the Bridges Educator Site, we will make a good-faith attempt to contact the party responsible for posting the user-generated content so the owner may make a counter-notice as provided for below.

(a) Designated Agent. Our designated agent for handling infringement notices and counter-notices: The Math Learning Center, Attn: DMCA Agent, P.O. Box 12929, Salem, Oregon 97309-0929; legal@mathlearningcenter.org

(b) Infringement Notices. If you believe your work has been displayed or otherwise used on the Bridges Educator Site in a manner that infringes your copyright, you must provide written notice to our Designated Agent via mail and/or email. Please note that you may be liable for damages, including without limitation attorneys’ fees and costs, if you materially misrepresent that your work has been infringed by content on the Bridges Educator Site. If you are unsure whether your work has been infringed, we recommend that you contact an attorney before sending notice to us. Use this format for your notice: (i) Identify your work that you believe has been infringed by content on the Bridges Educator Site; (ii) identify all content that you claim infringes your work, describe how the content infringes your work, and describe where the content is located on the Bridges Educator Site; (iii) provide your full name, mailing address, telephone number, and email address, if any; (iv) include a statement that, under the penalty of perjury, you have a good-faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; (v) include a statement that the information in the notice is accurate, and, under penalty of perjury, that you are the copyright owner or that you are authorized to act on behalf of the owner of the right that is allegedly infringed; and (vi) sign the notice physically or electronically. You acknowledge and agree that we may provide some or all of the information in your notice (including your name and contact information) to the individual or entity who posted the allegedly infringing content. In addition, it would help if you included a copy of the copyright Certificate of Registration for your work, if any, or other information that supports your claim that your work is protected by copyright and that you are the owner of that copyright or are authorized to act on behalf of the owner. If your notice contains the required information, and if we have a good-faith belief that the content is infringing your copyright, we will remove the content.

(c) Counter Notices. The provider of affected content may make a counter notice by writing to our Designated Agent via mail and/or email. Please note that you may be liable for damages, including without limitation attorneys’ fees and costs, if you materially misrepresent that your content is not infringing the copyright of a third party. If you are unsure whether your content infringes the copyright of a third party, we recommend that you contact an attorney before sending notice to us. Use this format for your notice: (i) Identify the content that has been removed, including a description of where the content was located on the Bridges Educator Site before it was removed; (ii) provide your full name, mailing address, telephone number, and email address, if any; (iii) include a statement that, under the penalty of perjury, you have a good-faith belief that the content was removed as a result of mistake or misidentification of the content to be removed; (iv) include a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or, if your address is outside the United States, in the Federal District Court of Oregon, and that you will accept service of process from the person who provided notice of the alleged infringement or an agent of such person; and (v) sign the notice physically or electronically. You acknowledge and agree that we may provide some or all of the information in your notice (including your name and contact information) to the individual or entity who complained of the alleged infringement. After reviewing your counter notice, we may determine that the content is not infringing and may reinstate the content on the Bridges Educator Site.

25.  Severability. If any provision of this Agreement is determined by a competent authority to be unenforceable or invalid under applicable law, then the unenforceable or invalid provision will be deemed superseded by a valid and enforceable provision that most closely matches the intent of the original provision (if possible), and all other provisions of this Agreement shall continue in full force and effect.

26.  Relationship. This Agreement does not create a partnership, joint venture, employee-employer, broker-dealer, agency, or franchise relationship between Subscriber and MLC.

27.  Captions. The captions of each Section of this Agreement are inserted solely for convenience and are not to be construed as part of the Agreement.

28.  No General Waivers. The failure of any party at any time to require performance of any provision or to resort to any remedy provided under this Agreement shall in no way affect the right of that party to require performance or to resort to a remedy at any time thereafter, nor shall the waiver by any party of a breach be deemed to be a waiver of any subsequent breach. A waiver shall not be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced.

29.  Ideas and Concepts. Any and all rights, title, and interest (including without limitation all copyrights, trademark rights, trade secret rights, and other intellectual property and proprietary rights) in and to any ideas, concepts, suggestions, materials and the like that Subscriber provides to MLC regarding MLC, Bridges in Mathematics, Number Corner, Subscriber’s account, Data, and/or the Bridges Educator Site shall become the exclusive property of MLC and may be used for its business purposes in its sole discretion without any payment, accounting, remuneration, or attribution to Subscriber. Subscriber agrees that any such ideas, concepts, suggestions, materials, and the like that Subscriber provides to MLC do not contain confidential or proprietary information of Subscriber or any third party.

30.  California Consumer Rights Notice. Under California Civil Code Section 1789.3, Bridges Educator Site users who are California residents are entitled to the following consumer rights notice: The provider of the Bridges Educator Site and the Data and the associated services is The Math Learning Center, 1850 Oxford Street SE, Salem, Oregon 97302. As of the Effective Date of this Agreement, use of this Bridges Educator Site costs the following: (1) single-user license to access this Bridges Educator Site with the purchase of a Bridges Second Edition Classroom Package (which costs USD $1,500), with the purchase of a Number Corner Second Edition Classroom Package (which costs USD $500) or with the purchase of a Bridges Intervention Set 1 Package (which costs USD $950) or Bridges Intervention Set 2 Package (which costs USD $950); or USD $400 for a single-user license solely to access this Bridges Educator Site. The foregoing prices are subject to change; MLC will update this Agreement if the prices change. If you are a California resident, you may report complaints with the services provided through the Bridges Educator Site to or request information regarding the services from the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. We request that you first report complaints directly to us and try to resolve them with us before contacting the Complaint Assistance Unit. 

31.  Questions. For usage questions and/or questions regarding this Agreement, please contact MLC.