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- Description of Service. Triad Interactive Media is proud to provide you with license-based access to certain of its Software, downloaded, streamed or otherwise provided to your computer via the Internet (the “Service”). Triad Interactive Media will make select versions of certain of its Software available for use through purchase of a License. Access to Software through the Service is license-based. Your License provides access only to one version of the selected Software. Therefore, there may be multiple Software for a given Software. In order to access a new version of the Software, you must purchase or legally attain another License for that version. You may access the Software using your Account and either purchasing a License or using a Sub-License Code provided by an owner of a License. If you purchase access to one of our Software, you will receive a License to use the Software (“License”). To use your License(s) you will log into your Account and enter the access code (the “License Code”) associated with the License into the Software entry interface made available by Triad Interactive Media, Inc. If you are using a Sub-License Code, you will log into your Account and enter the Sub-License Code into the Software entry interface available by Triad Interactive Media, Inc..
- Account Eligibility. To purchase Licenses to or use the Software offered under this Agreement, you must register for a user account (an “Account”) with Triad Interactive Media, Inc. Accounts are available only to adult individuals 18 years of age or older. If you are less than 18 years of age and wish to use Triad Interactive Media’ Licenses, your parent or legal guardian or an educator must complete the registration process, open an Account in their name, without providing personal information of anyone less than 18 years of age, accept full responsibility for all obligations under this Agreement and create a general sub-account for use by a person under the age of 18 (“Learner Account”). By accepting the terms of this Agreement, you represent that you are an adult 18 years of age or older. You, as a registered user of an Account (“Account Holder”) may permit other individuals to use Learner Accounts created by you in association with your Account, however, you agree that you are liable for all activities conducted in connection with the Learner Account, that you will only permit a minor child or children to use the Learner Account under your supervision and that you will not provide personal information of anyone less than 18 years of age unless that person is your child or of which you are legal guardian. If you are the Account Holder who purchased a License (“Purchasing Account Holder”), you may permit other individuals to access and use the Software by providing a Sub-License Code created by you, however, you agree that you are liable for all activities conducted in connection with the Sub-License Code, that you will only permit a minor child or children to use the Sub-License Code under your supervision and that you will not provide personal information of anyone less than 18 years of age unless that person is your child or of which you are legal guardian. If you are accepting this Agreement on behalf of an institution, company or other legal entity you represent and warrant that you have the authority to enter into this Agreement on that institution, company or other legal entity’s behalf and you intend to bind institution, company or other legal entity hereto. The terms “you, “your” and similar variants in this Agreement include both you and the institution, company or other legal entity.Triad Interactive Media may suspend, terminate, modify, or delete the Account at any time for any reason, with or without notice to you. Most Account suspensions, terminations, and/or deletions are the result of violations of this Agreement or are a result of an abandoned Account.
- Financial Transactions On the Account. You acknowledge and agree that Triad Interactive Media is authorized, but not required, to act on payment instructions received from anyone using the Account. Learner Account cannot be used to submit payment instructions or complete financial transactions. You authorize Triad Interactive Media to (a) initiate debits or charges against your financial account or credit card periodically for the amount then due for purchases made; and (b) initiate any other debits or credits authorized by you or anyone using the Account registered to you. All payments must be made in U.S. dollars from a U.S. bank or via alternative payment methods made available by Triad Interactive Media. You acknowledge that transactions may be facilitated by a third party payment processor (the “Processor”), and agree that Triad Interactive Media may share your information, including information about your financial accounts, with the Processor, for this purpose. All amounts paid are non-refundable, except where and to the extent required by law.
- Member Account, Password and Security. If you create an Account through any Triad Interactive Media Software, you will receive a password and account designation upon completing the registration process. You are responsible for maintaining the confidentiality of the password and Account, and are fully responsible for all activities that occur under your password, Account and any Learner Accounts. When creating an account you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (your “Registration Data”); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; (c) immediately notify Triad Interactive Media of any unauthorized use of your password, Account, Learner Account, License Code or Sub-License Code or any other breach of security; and (d) ensure that you exit from your Account at the end of each session. Triad Interactive Media has the right to suspend or terminate your Account and refuse your use of the Service for any reason, including for violations of this or any other agreement with Triad Interactive Media.
- Licenses. Licenses are available for a varying number of Software as offered on the Triad Interactive Media Website. Each License is a non-exclusive, non-transferable (except as expressly provided through use of Sub-License Codes), non-assignable, revocable limited license subject to the limitations of this Agreement and use of the Service for your own non-commercial entertainment purposes. If you believe that your License Code has been lost, stolen, or is being abused, please contact Triad Interactive Media at email@example.com and a new License Code may be issued if appropriate as determined by the sole discretion of Triad Interactive Media. Fees for Licenses will be charged in accordance to the fees and any additional terms published on Triad Interactive Media Web sites. The License begins when it is purchased and it will continue until the Software is retired or the Account or License is terminated. Software may be retired at any time for any reason, with or without notice to you, in Triad Interactive Media’s sole discretion. Most Software retirements will commence when use of the Software wanes and/or a new version of the underlying Software is offered such that it is no longer beneficial to continue to support the older Software. Upon retirement of the Software for your License, you will no longer be able to access the Software. You acknowledge and agree that you are not entitled to any refund for any amounts paid or pre-paid in connection with the Account upon retirement of a Software. You understand and agree that you have no interest, monetary or otherwise, in any feature or content contained in the Software, including without limitation, the Account registered to you, in-Software items or currency or anything of value in the real world without Triad Interactive Media’ express written consent. Additionally, you may not: •Sublicense, lease, loan, or otherwise transfer your Account, Licenses, or License Codes; • Modify, adapt, reverse engineer or decompile the Software, or otherwise attempt to derive source code from any of Triad Interactive Media’ products; •Create any copies or derivative works regarding the Software or the Service; •Use maillist, listserv, an auto-repsonder or spam on the Service or any processes that run or are activated while you are not logged in to your Account, or that otherwise interfere with the proper working of the Service; •Crawl, scrape, or spider any page or portion of the Software or the Service of Triad Interactive Media; or • Otherwise use the Software or the Service except as expressly provided in this Agreement. You should keep your License Codes, passwords, and other Account information in a safe place. Title to the Software, and all rights with respect to the Software and the Service not expressly addressed in this Agreement, including without limitation, all rights of reproduction, modification, distribution, display, disassembly and decompilation and all copyright, patent, trademark, trade secret and other proprietary rights and interests are reserved to Triad Interactive Media.
- Sub-License Codes. Each License is associated with a License Code that is used to access the License on the Triad Interactive Media Website. Each License is authorized for a maximum number of concurrent non-purchasing users, e.g. students, (“Users”), meaning that those Users can all access the Software at the same time. To allow Users to use the Software, the Purchasing Account Holder may create Sub-License Codes and provide them to the Users. Each Sub-License Code will only be effective for a term. The current term for any Sub-License Code is two (2) months, after which the Sub-License Code will expire. Triad Interactive Media reserves the right to adjust the term for any Sub-License Code at any time for any reason, with or without notice to you, in its sole discretion. At any time, including at expiration of a Sub-License Code, the Purchasing Account Holder may create new or additional Sub-License Codes, e.g. to provide access to different Users during the course of the License, but in no event may the number of active Sub-License Codes exceed the maximum number of Users authorized for a License. Exceeding the maximum number of Users authorized for a License may result in termination of the associated License or suspension or disabling of your Account. If you believe that one of your Sub-License Codes has been lost, stolen, or is being abused, please contact Triad Interactive Media at firstname.lastname@example.org.
- Intellectual Property. The content in the Software, except User Content (as defined below) to the extent any exists, including without limitation, the trademarks, copyrights, text, software, graphics, photos, music, videos, and the like (“Content”), is owned by or licensed to Triad Interactive Media and is subject to trademark, copyright and other intellectual property laws of the United States and foreign countries. Content in the Software is provided for your personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Triad Interactive Media. Triad Interactive Media reserves all rights not expressly granted in and to the Software and the Content.
- User Content. You may be able to post user-generated content, such as comments, photos, presentations, articles, profiles (including your name, image, and likeness), messages, notes, text, information, music, and videos (“User Content”) in the Software. You will remain the owner of the User Content. By posting User Content, you grant Triad Interactive Media an irrevocable, perpetual, non-exclusive, transferable, sub-licensable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, edit, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with Triad Interactive Media, the Software or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. For example and without limiting the foregoing, by posting comments to any portion of the Software, you grant Triad Interactive Media the right to use, copy, edit, highlight, feature, distribute, and display those comments or any portion thereof in the Software and in promotions thereof in any manner and for any purpose. By posting User Content, you represent and warrant that (i) you have the right to post the User Content, (ii) that no third party rights, laws or regulations, e.g. COPPA and FERPA, will be violated by such posting, (iii) that you have the right to grant Triad Interactive Media the rights granted herein, (iv) that no User Content contains any personal information regarding anyone under the age of 18, (v) the User Content is not harmful, fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, or otherwise objectionable or offensive, and (vi) the User Content does not make the security of your Account, Learner Account, Software, Website and/or Service vulnerable in any way . You acknowledge that Triad Interactive Media and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any User Content or material that is available through the Software. You also hereby grant each Account Holder or User a non-exclusive, fully paid, worldwide license to use, copy, publicly perform, publicly display, reformat, edit, translate, excerpt (in whole or in part) any User Content submitted by you during use of the Software.
- Third Party Intellectual Property. Triad Interactive Media respects the intellectual property rights of others. We will respond promptly to remove material that infringes another person’s copyright or other intellectual property right. When reporting infringing material to Triad Interactive Media (“DMCA Notice”) please provide: •A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. •Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Triad Interactive Media to locate the material. •Information reasonably sufficient to permit Triad Interactive Media to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted. • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. •A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Upon receiving a complete DMCA Notice, Triad Interactive Media will: •take reasonable steps promptly to notify the Account Holder that Triad Interactive Media has removed or disabled access to the allegedly infringing material; •upon receipt of a counter notification described below, promptly provide the person who provided the notification with a copy of the counter notification, and inform that person that Triad Interactive Media will replace the removed material or cease disabling access to it in 10 business days; and •replace the removed material and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the counter notice, unless Triad Interactive Media’ designated agent (identified below) first receives notice from the person who submitted the notification that such person has filed an action seeking a court order to restrain the Account Holder from engaging in infringing activity relating to the material on Triad Interactive Media Website or through the Service. A counter notification must include: •A physical or electronic signature of the Account Holder. •Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. •A statement under penalty of perjury that the Account Holder has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled. •The Account Holder’s name, address, and telephone number, and a statement that the Account Holder consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Account Holder’s address is outside of the United States, for any judicial district in which Triad Interactive Media may be found, and that the Account Holder will accept service of process from the person who provided notification or an agent of such person. Pursuant to the Digital Millennium Copyright Act (17 U.S.C. §512(c)(2)), our designated agent to receive notices of claimed infringement is: DMCA Notice, c/o Scott Brewster, 2 Elderberry Ct., Durham, NC 27703, email@example.com. We reserve the right to remove any infringing material that we believe in good faith to be copyrighted material that is used without authorization by any Account Holder or other user of the Triad Interactive Software. We also reserve the right to suspend or delete the Account of any repeat offender.
- Amendments to Agreement. Triad Interactive Media may update this Agreement at its sole discretion, and you may be asked to review and agree to a revised version. If you do not agree to the revised version of this Agreement, you will not be permitted to continue use of your Licenses. If at any time you become no longer able to comply with the terms of the current version of this Agreement, you must terminate this Agreement and immediately stop using any Licenses, License Codes and Sub-License Codes. You acknowledge and agree that you are not entitled to any refund for any amounts paid or pre-paid in connection with the Account prior to termination of this Agreement.
- Patches and Updates Triad Interactive Media may apply patches, updates and modifications to its Software at any time (each an “Update”), and access and functionality may change after the application of an Update. Triad Interactive Media may change, modify, suspend, or discontinue any aspect of any Software at any time. Triad Interactive Media may also impose limits on certain features or restrict your access to parts or all of a Software without notice or liability. Triad Interactive Media makes no representation that a Software will work on a particular web browser, version of a web browser or device. You are responsible for having necessary Internet connections, equipment, software (including a Web browser) and services for you to effectively access the Triad Interactive Media Website and use of the Software. Triad Interactive Media will endeavor to make the Triad Interactive Media Website and Software accessible on the most common web browsers and the current and penultimate version of such web browsers and some common devices, but make no representations or warranties on the same.
- Termination. This Agreement is effective until terminated. You may terminate this Agreement by deactivating your Account. In the event that you terminate or breach this Agreement, you will forfeit your right to any and all purchases of Licenses and other payments made in connection with Software or the Software Server and all Learner Accounts, Licenses, License Codes and Sub-License Codes will terminate. Triad Interactive Media may terminate this Agreement with or without notice by deactivating the Account. By way of example only, Triad Interactive Media may deactivate and/or terminate abandoned Accounts or Accounts which appear to be abandoned such as due to non-use for period of time. A termination of this Agreement will also act to terminate your Account, Learner Account, License, License Code(s) and Sub-License Code(s). You acknowledge and agree that you are not entitled to any refund for any amounts paid or pre-paid in connection with the Account prior to termination of this Agreement.
- DISCLAIMER. THIS SERVICE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN OR PROVIDED THROUGH IT, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SERVICE, THE Triad Interactive Media SOFTWARE AND THE INFORMATION RECEIVED THROUGH IT. FURTHER, Triad Interactive Media MAKES NO REPRESENTATIONS WHATSOEVER ABOUT OTHER WEBSITES WHICH YOU MAY ACCESS THROUGH ITS Triad Interactive Media WEBSITE or the content, SERVICES OR PRODUCTS contained therein or obtained there through. Triad Interactive Media FURTHER DOES NOT WARRANT THE QUALITY, VALIDITY, ACCURACY OR COMPLETENESS OF THE MATERIALS OR THAT THE FUNCTIONS CONTAINED ON THE Triad Interactive Media WEBSITE, SERVICE AND/OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS OR INACCURACIES WILL BE CORRECTED. Triad Interactive Media MAY MAKE CHANGES TO THE MATERIALS OR SERVICES, OR TO THE PRODUCTS, SERVICES, SPECIFICATIONS OR PRICES DESCRIBED IN THEM, AT ANY TIME WITHOUT NOTICE. THE MATERIALS MAY BE OUT OF DATE, AND Triad Interactive Media MAKES NO COMMITMENT TO UPDATE THE MATERIALS AT ITS WEBSITE, SERVICE AND/OR SOFTWARE OR TO MAKE ANY NOTIFICATION OF CHANGES. INFORMATION PUBLISHED AT THE Triad Interactive Media WEBSITE OR IN CONNECTION WITH THE SERVICE or SOFTWARE MAY REFER TO PRODUCTS, PROGRAMS OR SERVICES THAT ARE NOT AVAILABLE. YOU HEREBY RELEASE Triad Interactive Media from any and all claims, demands and damages, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to a dispute between you and another Account Holder. California residents hereby shall and do waive California Civil Code 1542, which provides “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.”
- Limitation of Liability. Triad Interactive Media AND ITS MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS AND ITS AFFILIATES ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE, ITS Triad Interactive Media SOFTWARE OR ANY INFORMATION RECEIVED FROM THE WEBSITE, INCLUDING THE CONTENT OR ANY INFORMATION CONTAINED WITHIN OR THROUGH THE SOFTWARE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE AND THE Triad Interactive Media WEBSITE IS TO TERMINATE YOUR ACCOUNT AND/OR STOP USING THE SOFTWARE AND THE INFORMATION OBTAINED THEREIN.
- Miscellaneous. This Agreement and the relationship between you and Triad Interactive Media shall be governed by the laws of the State of Wisconsin. You hereby consent to the exclusive jurisdiction and forum of the federal and state courts located in the State of Wisconsin for all purposes in connection with any action or proceeding which arises out of or relates to your use of the Software, as well as any Account, Learner Account, License, License Code, Sub-License Code, Processor, Registration, Software, or Update. Triad Interactive Media’ failure to enforce any right or provision of this Agreement does not constitute a waiver of that right or provision.