IMPORTANT! PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.
THESE ARE THE GENERAL TERMS AND CONDITIONS THAT YOU AGREE TO BE BOUND BY GOVERNING YOUR USE OF OUR SITE AND THE EBOOKS YOU PURCHASED
1. Terms related to your use of the Products:
a. Sage eBook Access License. After completion of the purchase of the Products by you (or the school, district, or other institution that has purchased the Products on your behalf and designated you as an authorized user of the Products), Sage hereby grants to you a revocable, non-exclusive, non-transferable, non-sublicensable and limited right and license to access and use the Products you have purchased access to in accordance with the type of license purchased, for the duration of time outlined on your order form (the “Access Period”), and subject to this Agreement (the “eBook License”).
b. Activating Your License. Your purchase of the eBook License entitles you to access the Products via the Third-Party Service (as defined herein) for the Access Period. The Access Period will begin upon your redemption of the Product via the Third-Party Service.
i. If you have selected an Access Period that specifies a term, then you may access the Products online via the Third-Party Service or download the Products via the Third-Party Service to the Third-Party Service’s application. You will be able to access the Product via the Third-Party Service on your personal, supported device for the length of the Access Period you purchased and as outlined on the order form.
You will obtain, at your cost, all telecommunications and other equipment and software (including without limitation an Internet browser and applicable applications on a personal, supported device) together with all relevant software licenses and anything else necessary to access the Products.
THE SITE, THE PRODUCTS AND OTHER CONTENT (INCLUDING DESIGNS) ON THE SITE URL(S) ARE PROTECTED BY © COPYRIGHT AND MUST NOT BE USED, DISPLAYED, MODIFIED, ADAPTED, DISTRIBUTED, TRANSMITTED, TRANSFERRED, PUBLISHED OR OTHERWISE REPRODUCED IN WHOLE OR IN PART IN ANY FORM BY ANY MEANS OTHER THAN STRICTLY IN ACCORDANCE WITH THIS AGREEMENT. Without prejudice to any other right or remedy, Sage reserves the right to withdraw access to the Products immediately if it becomes aware of any infringement of the copyright in the Site or its Products or other content and may terminate this Agreement in accordance with Section 10 below.
d. Passwords; Security. In order to pay for the Products, you may be required to accept additional terms and conditions and/or in some instances, submit your personal information to Sage. Upon providing such fees and information, upon sign-in, you will be asked to create your own username (the “ID”) and a password (the “Password”) to access the Products. You are the sole and exclusive owner of the Password and ID combination. In no event will you disclose to anyone such Password or ID and you agree to treat all such information as strictly confidential at all times. Maintaining the confidentiality and security of your Password and ID is solely your responsibility. You are fully responsible for the use and protection of the Password and ID and for all transactions undertaken by means of any account opened, held, accessed or used via your Password and ID. You shall notify us immediately and confirm in writing any unauthorized use of accounts or any breach of security, including, without limitation any loss, theft or unauthorized use of your Password(s), IDs and/or account number(s). If we have reasonable grounds to suspect that the security of your Password or ID has been compromised, we have the right to suspend or terminate your account, refuse any and all current or future use of the Products, and pursue any appropriate legal remedies. We shall not be responsible for any losses incurred in connection with any misuse of any Password or ID. You shall immediately notify Sage by email at firstname.lastname@example.org of any known or suspected unauthorized use of the Products, or any known or suspected breach of security, including, without limitation, loss, theft, or unauthorized use of your Password or ID.
f. Third-Party Websites. The Site and/or the Products may contain URLs to third-party websites which are provided for your reference and/or in connection with certain tools and resources offered on the Site. Sage makes no guarantee that such third-party websites will be available for your use and encourages you to review the terms and conditions and the privacy policies of such third-party websites. Sage takes no responsibility and assumes no liability for your access or use of any third-party website, nor does Sage approve, sponsor, endorse, verify or certify information or any other content available on any third-party website.
2. Intellectual Property.
a. Ownership. You acknowledge and agree that Sage (and its licensors, if any) own all rights, title and interest to all software and content made available within the Products, including all associated trademarks, copyrights, and other intellectual property on the Site (collectively, “Sage Content”) and that any use by you of the Products shall be subject to this Agreement. You, as licensee, through your use of Sage Content on the Site, do not acquire any ownership rights to the Site, Products, Sage Content, or to any content therein. You agree not to remove, conceal, or alter any proprietary rights notices (including copyright and trademark notices) contained within the Sage Content and that you may not use any trademarks, service marks, trade names, logos and graphics included within the Products without the prior written consent of Sage. You may not (and you may not permit anyone else to) extract, copy, modify, reverse engineer, decompile, or otherwise attempt to access or use the source code of the software underlying or otherwise used to provide the Products or any part thereof, except to the extent allowed by law notwithstanding this restriction.
b. Authorized Use of Content. You may read and download the Products pursuant to the terms herein, and as otherwise permitted by applicable law (e.g., under fair use or fair dealing copyright exceptions. In no event shall you be permitted to use our Products or materials owned by other users for any commercial or profit-making purposes, or alter, reproduce, distribute or otherwise use such materials without the prior written consent of Sage and/or any other owner(s) of the materials (e.g., licensors or users). You may not use materials owned by other users for any use not contemplated by this Agreement without their respective prior written permission(s).
3. DISCLAIMERS. THE SITE AND PRODUCTS AND ALL CONTENT INCLUDED THEREIN ARE PROVIDED ONLY ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR PRODUCTS IS AT YOUR SOLE RISK. FURTHER, SAGE MAKES NO WARRANTY OF ANY KIND CONCERNING THE ACCURACY, SUITABILITY, ACCESSIBILITY, AVAILABILITY, OR USE OF THE SITE AND/OR THE PRODUCTS AND MAY MODIFY THE SITE AND/OR THE PRODUCTS AT ANY TIME, WITHOUT PRIOR NOTICE OR LIABILITY TO YOU. SAGE AND ITS THIRD-PARTY SUPPLIERS AND PARTNERS AND EACH OF THEIR AFFILIATES, SUPPLIERS AND RESELLERS, (A) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT, AND (B) MAKE NO WARRANTY OF ANY KIND CONCERNING THE SITE AND/OR PRODUCTS INCLUDING WITHOUT LIMITATION, THOSE CONCERNING ACCURACY, ACCESSIBILTY, AVAILABILITY, SECURITY OR USE. THE EXCLUSIONS SET OUT HEREIN ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
YOU AGREE THAT SAGE IS IN NO WAY RESPONSIBLE OR LIABLE FOR ANY GRADE OR ASSESSMENT YOU MAY RECEIVE THROUGH OR OTHERWISE RELATED TO ANY PRODUCTS.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SAGE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF PROFITS, ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE SITE AND/OR THE PRODUCTS (EVEN IF SAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN ADDITION, SAGE SHALL NOT BE LIABLE FOR ANY DAMAGES OR LIABILITY THAT RESULT OR ARISE FROM THE RESULTS OF YOUR USE OR YOUR INABILITY TO USE THE SITE AND/OR ANY OTHER PART OF THE PRODUCTS (INCLUDING ANY PROVIDED BY THIRD-PARTY SUPPLIERS OR PARTNERS). BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. BUT, TO THE EXTENT THE FOREGOING LIMITATIONS OF LIABILITY ARE, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF SAGE FOR ANY REASON AND UPON ANY CLAIM (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER CLAIMS IN CONTRACT OR TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE, THE PRODUCTS AND/OR THIS AGREEMENT SHALL BE LIMITED TO THE ACTUAL PRICE PAID BY YOU FOR ACCESS. IN ADDITION, IF YOU ARE AN ENTITY OR INDIVIDUAL DOING BUSINESS IN CALIFORNIA, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor" AND YOU HEREBY WAIVE ANY AND ALL SIMILAR STATE STATUTES, LAWS, RULES, AND REGULATIONS THAT MAY APPLY.
We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication by you. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Site or combination thereof, including any injury or damage to computer equipment related to or resulting from participation or downloading materials in connection with the Site.
4. Indemnity. You agree to indemnify and hold Sage harmless, and, at Sage’s request, to defend Sage from and against any claim, demand, proceeding, debt, damage, loss or liability (“Claim”), including reasonable attorneys’ fees, to the extent that such Claim is based upon, arises out of, or relates to: (i) your use of (or inability to use) the Site and/or the Products; (ii) your violation of the terms and conditions of this Agreement; (iii) the infringement by you, or any other person using your Password or ID and/or account, of any right of any person or entity; or (iv) any other activities of yours or otherwise accomplished as a result of you using the Site and/or the Products. You agree to promptly cooperate as fully as reasonably required in the defense of any such Claim. Sage reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. This indemnity shall be in addition to and not limited by any other indemnity.
8. Dispute Resolution. Any controversy, claim or dispute arising out of or relating to this Agreement, or the breach thereof, shall be settled solely by arbitration in Ventura County, California and administered by the American Arbitration Association in accordance with its then-existing Commercial Arbitration Rules. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Each party consents to, and waives any right to object to, jurisdiction with respect to the resolution of disputes hereunder in Ventura County, California. In any arbitration proceedings between the parties, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs and expenses incurred in such proceeding, including, without limitation, reasonable attorneys’ fees and costs. You hereby waive any right to assert any claims against Sage as a representative or member in any class or representative action, except where such waiver is prohibited by law or deemed by a court of law to be against public policy. To the extent you are permitted by law or a court of law to proceed with a class or representative action against Sage, you hereby agree that: i) you shall not be entitled to recover attorneys' fees or costs associated with pursuing the class or representative action (notwithstanding any other provision in this Agreement); and (ii) you will not submit a claim or otherwise participate in any recovery secured through the class or representative action.
10. Term. This Agreement is effective throughout the access period defined by the license You have purchased unless earlier terminated as permitted herein. Sage may terminate this Agreement for any reason at any time without any advance notice to you. Notwithstanding any such early termination, Sections 4 through 12 of this Agreement shall survive any expiration, cancellation or termination of this Agreement.
11. Order of Precedence. This Agreement governs your use of the Site and access to the Products. In the event this Agreement conflicts with any provision of your order or any other agreement between you and Sage, the relevant terms of the applicable order or other agreement shall take precedence over the conflicting term(s) of this Agreement.
12. General. Without limiting any other remedy available to us, we may suspend or terminate this Agreement and your access to the Site and/or Products under this Agreement if we have reason to believe that you have failed to comply with your obligations under this Agreement. Upon termination, cancellation or expiration of this Agreement for any reason and by either party, you agree to immediately cease all use of the Products. Subject to the terms of Section 11 (Order of Precedence), this Agreement constitutes the entire agreement between you and Sage with respect to the specific subject matter addressed herein and governs your use of the Site and/or Products. You may not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of Sage. You may not assert any claim arising out of or relating to your use of the Site and/or the Products more than one year after the date such claim arose or should have been discovered. Sage shall not be deemed to be in breach of this Agreement due to any delay or failure of performance or interruption in the availability of the Site and/or the Products resulting directly or indirectly from any event beyond the reasonable control of Sage, including without limitation: any natural disaster or acts of God; accident; civil disorder; government restriction, regulation, or order; travel advisories, modifications or bans; national or international emergencies of any sort, epidemics, or pandemics; or war or act(s) of terrorism. If any provision of this Agreement is found to be invalid, the parties nevertheless agree that the other provisions of this Agreement will remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.