Terms of Use and End User Agreement

General Provisions

THESE TERMS OF USE (THE “TERMS OF USE”) GOVERN YOUR USE OF ALL MACMILLAN LEARNING WEBSITES AND ALL PRODUCTS, SERVICES AND CONTENT YOU MAY ACCESS, PURCHASE, AND/OR DOWNLOAD THROUGH THOSE WEBSITES (COLLECTIVELY, “THE SERVICES”). THE SERVICES INCLUDE, WITHOUT LIMITATION, OUR ONLINE EDUCATIONAL PRODUCTS (“EDUCATIONAL PRODUCTS”), COMMUNITY SITES AND FORUMS (“COMMUNITY SITES”), OUR CATALOG SITE AND OUR OTHER SITES THROUGH WHICH INSTRUCTOR MATERIALS AND RESOURCES MAY BE DOWNLOADED (“CATALOG SITE”), AND OUR E-COMMERCE SITE FOR PURCHASING STUDENT CONTENT (“STUDENT STORE”). FOR CLARITY, THE SERVICES ALSO INCLUDE THE DOWNLOADED CONTENT AS DEFINED BELOW. FOR CLARITY, THE EDUCATIONAL PRODUCTS INCLUDE OUR SERVICES THAT PROVIDE YOU WITH POLLING/SURVEYING FUNCTIONALITY.

Macmillan Learning provides the Services conditioned upon your acceptance of all the terms, conditions, policies and notices stated and/or referenced in these Terms of Use. By accepting these Terms of Use during any registration process, or by otherwise accessing or using any of the Services, you signify agreement to all terms, conditions, policies and notices contained and/or referenced in these Terms of Use. If you do not agree to these Terms of Use in full, you may not access or use any of the Services, and you must immediately cease all access thereto and use thereof.

Macmillan Learning respects the privacy of our users. Information collection and use, including the collection and use of personally identifiable information, is governed by our Privacy Notice, which is incorporated into and is a part of these Terms of Use.

Personal Registration for Services

We may permit you to browse, access and use certain Services without registration. You are required to register, however, in order to be able to access and use the Educational Products, download content from the Educational Products or Catalog Site or purchase digital content from the Student Store (collectively, “Downloaded Content”), register for an event, post comments on any Community Site and /or engage in certain other activities in connection with the Services. The first time you sign in to a Services account, you will be prompted to register. Once registered, you are responsible for maintaining the confidentiality of your password and account, and remain responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be suspended or terminated. You may not transfer your account to another party. If you transfer or attempt to transfer your rights to another person, the rights granted hereunder will automatically terminate. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this section.

Registration and access to certain Services is without charge if you are an instructor or administrator of an educational institution and have received a complimentary account for such Services from a Macmillan Learning Publisher Representative but Macmillan Learning reserves the right to commence charging for Services, (subject to applicable law and any contract between us and your school or school district), including Services previously accessed for free. Your access to the instructor version of the Educational Product(s) will continue in effect for the academic semester(s) and for the particular courses and sections for which you have adopted our Educational Product or (at our discretion) the textbook to which it relates (unless sooner terminated pursuant to these Terms of Use) and is thereafter terminable at will, but may be extended in Macmillan Learning’s discretion.

If you are a student you are generally required to purchase access to Educational Products for the applicable purchase price and duration and to validate your account on our site (unless you are granted access through your school’s site license). If you are a student, your access to and use of an Educational Product is for the applicable section or course and for the duration of the applicable subscription period. We may also provide certain free Services to students, which may be for limited or trial duration, and which require registration.

Information and Functionality on the Site

Any information or content provided on or through the Services is for informational purposes only. Any reliance on such information or content is at your own risk. Certain Services may contain information provided by other users of such Services. Macmillan Learning will not verify the accuracy of any information submitted by users, and the opinions and views expressed by users are not those of Macmillan Learning and are not endorsed by us. Macmillan Learning does not make any representation or warranty regarding rights in materials submitted by users. Further, Macmillan Learning does not guarantee the identity of any other user with whom you may interact, or the authenticity of any information the user may provide about him/herself.

We reserve the right to modify, add or remove content, features and/or functionality available through the Services (including for clarity in our Educational Products) in our sole discretion.

Use of Materials from the Services

These Services are the property of and owned by Macmillan Learning or its licensors and are protected by copyright, trademark and other laws of the United States and other countries. Macmillan Learning grants you a personal, revocable, non-exclusive and non-transferable right to access and display the Services for your own personal, non-commercial use; in the case of Educational Products, such license is limited to the period of your subscription; in the case of resources provided to instructors (including Downloaded Content (including Assessment Materials and Instructor Resources as defined below)), such license is restricted to individuals who are instructors who have registered and remain authorized as such by Macmillan Learning (“Authorized Instructors”) and individuals assisting instructors and under their direction (“Instructor Assistants”).

You may not access the Services through a single account on more than one computer or computer system concurrently. Multiple use configurations and network distribution of the Services or any content or features of the Services are expressly prohibited. You may not modify or delete any copyright, trademark or other proprietary notice that appears on the Services or any Downloaded Content. If the functionality of the Services permits, you may also create and save bookmarks, highlights and annotations to content in the Services. Macmillan Learning does not purport to grant any rights to third party content appearing in the Services, including content submitted by any user of the Services, and does not make any representation or warranty of any kind concerning rights in such content, except that you may access and display such content provided by us within the Services in the same context as we originally provided it in the Services pursuant to the license granted to you herein with respect to the Services.

You agree that you will not make any use of the Services except as expressly permitted by these Terms of Use, including but not limited to the copying, modification, distribution, transmission, performance, broadcast, publication, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any part of the Services. Without limiting the generality of the foregoing, you agree not to use the Services for any commercial purpose, which includes, without limitation, (i) selling access to the Services, (ii) including the Services in any website, widget or printed material to which access is sold, (iii) using the Services for the purpose of earning revenue through subscriptions or advertisements, or (iv) obtaining product functionality and/or performance related information for competitive use.

Anti-Piracy Measures. Downloaded Content may include a digital watermark that is linked to your name and email address in your Macmillan Learning account to identify the source of any materials which are used in ways not permitted by these Terms of Use to help us prevent online piracy and other unauthorized use. For more information about the use of your personal data for the purposes of anti-piracy enforcement, please refer to Macmillan Learning's Privacy Notice.

Assessment Materials.The following additional provisions apply with respect to materials provided to instructors or for use by instructors (including Downloaded Content) consisting of test banks, questions and answers, quizzes, homework assignments, and other similar materials, whether provided to you through the Services or through other means such as e-mail, CD, print or otherwise, and whether provided to you directly by us or through a third-party platform or distributor (“Assessment Materials”). For the avoidance of doubt, the term "Assessment Materials" includes any modifications thereof by Authorized Instructors. Macmillan Learning hereby grants Authorized Instructors a personal, revocable, non-exclusive and non-transferable right to use Assessment Materials for non-commercial use solely for the limited purpose of assessing the learning of students enrolled in a class for which the particular edition or version of the textbook or Educational Product(s) to which these Assessment Materials relate has been adopted and is in use (the “Adopted Work”), including the right to modify the Assessment Materials, subject to the following limitations: (i) you will not make the Assessment Materials publicly available nor available in any format to anyone other than such students or to your Instructor Assistants, and (ii) you will not post or upload the original or modified Assessment Materials, or links thereto, to any website, online location or platform, including without limitation intranets, bulletin boards, content aggregators, instructor and student communities and chat rooms, homework sites, study sites, or social media sites, or otherwise distribute or use the original or modified Assessment Materials in digital format, except that you may post the necessary portions of the original or modified Assessment Materials to secure, password protected platforms authorized by Macmillan Learning with access limited to such students. In addition, Macmillan Learning hereby grants Authorized Instructors a personal, revocable, non-exclusive and non-transferable right to access and display Assessment Materials for non-commercial use solely for the limited purpose of evaluating whether or not to adopt and use the particular edition of version of the textbook or Educational Product(s) to which these Assessment Materials relate; this grant for evaluation purposes does not include, and explicitly excludes: the right to use the Assessment Materials for the purpose of assessing the learning of students; the right to copy, print, modify, or make derivative works of the Assessment Materials; and/or the right to distribute, transmit, perform, broadcast, publish, or make available the Assessment Materials to anyone, including without limitation students.

Instructor Resources.The following additional provisions apply with respect to materials provided to instructors or for use by instructors (including Downloaded Content) other than Assessment Materials, such as lecture slides (“Lecture Slides”), instructor teaching resources, activities designated or clearly intended for classroom or homework use (“Activities”) and/or image slides/galleries containing photos, figures and/or tables (“Image Galleries”), whether provided to you through the Services or through other means, such as e-mail, CD, zip files, print or otherwise, and whether provided to you directly by us or through a third-party platform or distributor (collectively, “Instructor Resources”). Macmillan Learning hereby grants Authorized Instructors a personal, revocable, non-exclusive and non-transferable right to use Instructor Resources for non-commercial use solely for the limited purpose of instructing students enrolled in a class for which the Adopted Work to which these Instructor Resources relate has been adopted and is in use, including the right to modify the Lecture Slides and Activities, and to use the original or modified Lecture Slides and Activities for instructing such students, subject to the following limitations: (i) Image Galleries may only be used by Authorized Instructors and only for the limited purpose of modifying Lecture Slides or Activities, (ii) you will not make the original or modified Instructor Resources publicly available nor available in any format to anyone other than such students or to your Instructor Assistants, and (ii) you will not post or upload the original or modified Instructor Resources, or links thereto, to any website, online location or platform, including without limitation intranets, bulletin boards, content aggregators, instructor and student communities and chat rooms, homework sites, study sites, or social media sites, or otherwise distribute or use the Instructor Resources in digital format, but you may post the necessary portions of the original or modified Instructor Resources, including the original or modified Lecture Slides and original or modified Activities but excluding the Image Galleries to secure, password protected platforms authorized by Macmillan Learning with access limited to such students. In addition, Macmillan Learning hereby grants Authorized Instructors a personal, revocable, non-exclusive and non-transferable right to access and display the Instructor Resources for non-commercial use solely for the limited purpose of evaluating whether or not to adopt and use the particular edition of version of the textbook or Educational Product(s) to which these Instructor Resources relate; this grant for evaluation purposes does not include, and explicitly excludes: the right to use the Instructor Resources for the purpose of instructing students; the right to copy, print, modify, or make derivative works of the Instructor Resources; and/or the right to distribute, transmit, perform, broadcast, publish, or make available the Instructor Resources to anyone, including without limitation students.

E-books. We reserve the right to limit the number of devices onto which an e-book may be downloaded. You will be entitled to download the e-book during the term that applies to the license for the e-book that you purchased.

Permission Requests. For information on where to request permission to reproduce or distribute materials of Macmillan Learning or any of its divisions, click here. Requests for permission to reproduce or distribute third party materials included in the Services (including for clarity items within the Image Galleries unless listed as being owned by Macmillan Learning or any of its divisions) must be addressed directly to the copyright holder; we will not respond to such requests.

No Framing. Without the prior written permission of Macmillan Learning, you may not frame or establish inline links to any Services, nor may you incorporate into another website or other product or service any intellectual property of Macmillan Learning or any of its licensors. Use of manual or automated devices or other processes to “crawl” or “spider” any part of our websites is strictly prohibited. Requests for permission to frame, or to establish inline links to, or otherwise incorporate our online content may be sent here.

Material You Submit

Certain Services may permit Users to submit or upload materials or responses in connection with the Services (“User Content”). With respect to any User Content that you submit or upload (“Your Content”), you acknowledge that you are responsible for Your Content, including the legality, reliability, appropriateness, originality and copyright of any such material and you must ensure that you have all the rights and permissions needed to use Your Content in connection with the Services. Macmillan Learning does not assure, and has no responsibility for, the accuracy, legality, reliability, appropriateness, quality or confidentiality of any of Your Content (or any other User Content submitted by other users). You acknowledge that we do not have any obligation to pre-screen Your Content or other User Content, but may do so in our sole discretion. You may not upload to, distribute or otherwise publish through the Services any content that violates any of the Usage Rules, below.

If you are an instructor or student submitting Your Content for use in connection with a course, you grant us and our affiliates the irrevocable, royalty-free, sub-licensable, transferable, worldwide, perpetual right to use, reproduce, distribute, display and perform Your Content in connection with the course. You also grant each user in the relevant course a non-exclusive license to access, use, reproduce, publish, distribute, display and perform Your Content in connection with such course. You also grant us the right to use Your Content including your personal information related thereto pursuant to the limited uses and terms set out in our Privacy Notice. This license for such limited purposes continues even after you stop using our Services with respect to aggregated and/or de-identified data derived from Your Content and any residual copies of Your Content made in the ordinary course of our business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you.

Whenever you submit Your Content to a Community Site, you grant us and our affiliates the irrevocable, royalty-free, sub-licensable, transferable, worldwide, perpetual right to use, reproduce, modify, adapt, translate, create derivative works from, distribute, display and perform Your Content in any medium. You also grant each user of the Community Site a personal, non-exclusive license to access any of Your Content you submit through the Community Site and to use, reproduce, distribute, display and perform Your Content for educational purposes in accordance with the grant of rights to users set forth above in the section entitled Use of Materials from the Services. Your Content that you submit through the Community Site (including content and comments and your user name) may be viewed by the public.

With respect to any of Your Content that you submit through any Service:

• You represent and warrant that: you own or otherwise control all necessary rights to grant the rights you grant hereunder; that Your Content is accurate; that you have not violated the section entitled “Usage Rules”, below; and that, if you submit video, audio or photographic content through any Service, you have written consent or permission of each identifiable individual in such content to use his/her voice, name and likeness, if required, and grant the rights you grant in these Terms of Use.
• You acknowledge that you are solely responsible for any royalties or other payments due for use of Your Content.
• Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable User Content; specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
• You acknowledge that if in our opinion Your Content raises any legal risks, we have the right, in our sole discretion and without limiting any other remedy available to it, to remove or exclude Your Content from the Services without any prior notice to you.

Usage Rules

In connection with your use of the Services, including in particular Educational Products and Community Sites, you agree:

• Not to submit or create any link to material that infringes the copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary or personal right of any third party; and not to submit or create a link to any material that is subject to any such right(s) unless you are the owner of such right(s), or have first obtained from the owner of such right(s) or already have all necessary rights and permissions to grant the rights in such materials you grant under the section entitled “Material You Submit”, above;
• Not to submit or create any link to material that is unlawful, defamatory, abusive, obscene, indecent, lewd, pornographic, violent, threatening, discriminatory, or otherwise objectionable;
• Not to make any personal attack on any person, firm or company;
• Not to submit or create any link to material, or otherwise use this Site for any purpose, that constitutes or encourages a criminal offense, including but not limited to conspiring to violate laws;
• Not to misrepresent your identity, or impersonate any party, including but not limited to misrepresenting your current or previous positions, qualifications, or affiliations;
• Not to submit any material that you do not have the legal right to disclose;
• Not to submit or create any link to any material that is intentionally false or misleading, or is potentially damaging or harmful;
• Not to advertise or engage in any form of marketing or use user information obtained through the Services for marketing or other commercial purposes, or use this site to post or transmit “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation;
• Not to submit or create any link to any material that contains software viruses or any other malicious computer code or programs that might damage, destroy or interfere with the proper functioning of any software, hardware or systems;
• Not to stalk or harass anyone;
• Not to take any action that interferes with the proper working of, or places an unreasonable burden on, the infrastructure of the Services, or that would damage, compromise the security of, or disrupt the Services or the servers or any connected network through which they are provided;
• Not to use the Services to collect personal information about individuals;
• Not to post or make available private information of any third party;
• Not to use the Services as a forwarding service to any other website;
• Not to encourage usage by others in such a way as to violate these Terms of Use
• If your use of the Services requires you to comply with specific regulations applicable to such use, you will be solely responsible for such compliance. For example, you may not use the Services to collect protected, sensitive or special categories of data about your students without obtaining the requisite consents under the applicable laws such as the Pupil Rights Amendment Act or GDPR Article 9. For our FERPA, FIPPA and GDPR compliance with respect to our handling of your personal information for you as a service provider, see our Privacy Notice.

Ownership; Trademarks and Copyrights

All right, title and interest in the Services and any and all text, design, graphics, interfaces and code, and the selection and arrangement thereof, are the exclusive property of Macmillan Learning and/or our affiliates and licensors, excluding User Content. The Services feature trademarks, service marks and logos that are the property of Macmillan Learning and its affiliates or licensors. The Services also may include trademarks, service marks or logos of other third parties. All of these trademarks, service marks and logos are the property of their respective owners, and you agree not to use them in any manner without the prior written permission of the applicable owner. The Services and any and all text, design, graphics, interfaces and code, and the selection and arrangement thereof, are protected under the copyright laws of the United States and other countries.

Feedback

You may from time to time choose, either through the Services or otherwise, to provide suggestions, comments, improvements, ideas or other feedback or materials to us related to the Services, including corrections to the Services (collectively, “Feedback”). If you choose to provide any such Feedback, you hereby assign and agree to assign all right, title and interest in and to such Feedback to us, and you acknowledge that we will be entitled to use, implement and exploit any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account.

Intellectual Property Rights of Others

We respect the intellectual property rights of others, and we request that our visitors and users do the same. If you think your work has been copied in a manner that constitutes copyright infringement, you may notify us at:

Bedford, Freeman & Worth Publishing Group, LLC
c/o Macmillan
120 Broadway 22nd Floor
New York, NY 10271
Attention: General Counsel
e-mail: Copyrightagent@macmillanusa.com

Please include all of the following in your notification:

• A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
• a description of the copyrighted work you claim has been infringed;
• a description of where the material you claim is infringing is located on the site;
• your address, telephone number, email address and all other information reasonably sufficient to permit us to contact you;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Monitoring and Termination; Repeat Infringers

We may, but are not obligated to, monitor any or all activity and/or content on this site. If we determine, in our sole discretion, that any activity of, or content submitted by, a user violates this policy or is otherwise objectionable, we may take any action we deem appropriate, including without limitation, removing content or terminating accounts. Without limiting the foregoing, it is our policy to terminate the account of any user whom we determine to be a repeat infringer of these Terms of Use or any third-party rights. Nothing in this section in any way limits our right to terminate accounts, as provided in the section entitled “Personal Registration for Subscription Services,” above.

DISCLAIMERS

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ON BEHALF OF OURSELVES AND OUR AFFILIATES AND LICENSORS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT THE SERVICES ARE NONINFRINGING; THAT ACCESS TO SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SERVICES WILL BE SECURE; THAT THE SERVICES AND THE SERVER THAT MAKES THEM AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SERVICES WILL BE COMPLETE, ACCURATE OR TIMELY. IF YOU DOWNLOAD ANY DOWNLOADED CONTENT FROM US, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY DOWNLOADED CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OF ANY KIND. WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE SERVICES OR DOWNLOADED CONTENT IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.

APPLICABLE LAW IN CERTAIN JURISDICTIONS MAY NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE ABOVE DISCLAIMER MAY, IN WHOLE OR IN PART, NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT NEITHER WE NOR ANY OF OUR AFFILIATES OR THIRD PARTY CONTENT OR TECHNOLOGY LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATING TO OR RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR ANY OTHER SITE YOU ACCESS THROUGH A LINK FROM THE SERVICES OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF EMAIL MESSAGES YOU SEND US. THE FOREGOING EXCLUSION INCLUDES DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, YOUR LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND AND/OR RELATING TO THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES.

UNDER NO CIRCUMSTANCES WILL WE OR ANY OF OUR AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR MORE THAN THE AMOUNT WE RECEIVED FOR YOUR ACCESS TO THE SERVICES. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, AS THE RESULT OF NEGLIGENCE OR OTHERWISE ARISE OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE SERVICES AND EVEN IF WE OR OUR REPRESENTATIVES HAVE BEEN NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR RESPECTIVE LIABILITY AND OUR AFFILIATES AND LICENSORS’ RESPECTIVE LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You agree to indemnify, defend and hold harmless us, our affiliates and licensors, and licensees, our and their officers, directors, members, employees, contractors, other agents and customers (each an “Indemnitee”) from any claim, demand, action, class action, investigation or other proceeding, including but not limited to any loss, damage, payment, settlement, judgment or other expense (including reasonable attorneys’ fees and disbursements) arising therefrom (each a “Claim”), brought by any third party against an Indemnitee to the extent that such Claim is based on, or arises out of: (i) your violation, or potential violation, of these Terms of Use; or (ii) any claim that you have violated any third-party right or that any of Your Content caused harm or damage to a third party. If you cause a technical disruption of the Services or the systems transmitting the Services to you or others, you agree to be responsible for any and all loss, damage, payment, settlement, judgment or other expense (including reasonable attorneys’ fees and disbursements) arising out of or resulting from that disruption. You shall not settle any Claim unless such settlement completely and forever releases the Indemnitee from all liability with respect to such Claim without any admission of wrongdoing on the part of the Indemnitee or unless the Indemnitee consents to such settlement in writing (which consent shall not be unreasonably withheld).

Links

The Services may contain links to other web sites. These links are provided as a convenience to you and as an additional avenue of access to the information contained therein. We may not have reviewed all the information on those other sites and are not responsible for the content of those or any other sites or any products or services that may be offered through other sites. Inclusion of links to other sites should not be viewed as an endorsement of the content of linked sites. Different terms and conditions and privacy policies may apply to your use of any linked sites.

Account Termination and Effect

You agree that if you violate these Terms of Use or fail to pay any fee for the Services or Downloaded Content when required, without limiting any other remedy available to us, we may immediately terminate your account and/or access to the Services or Downloaded Content. Should you object to any terms and conditions set forth in these Terms of Use or our Privacy Notice or any subsequent modifications thereto or become dissatisfied with the Services or Downloaded Content in any way, your sole and exclusive remedy and recourse is to discontinue immediately your use of the Services and Downloaded Content, cancel your account and notify us of your cancellation.

Upon expiration, termination or cancellation of your account, (i) all licenses to the Services will immediately terminate, you will have no further rights to access or use the Services (excluding any use of Your Content), and you shall immediately and permanently delete or destroy all copies of any Downloaded Content (excluding Your Content and except that you are not required to delete purchased content for which you purchased a perpetual license) you downloaded through the Services, (ii) we may delete any of Your Content that you have submitted, and (iii) we will have no further rights in Your Content (except with respect to Your Content submitted to the Community Site and except that we may continue to store back-up copies of Your Content indefinitely.

Jurisdiction

Bedford, Freeman & Worth Publishing Group, LLC is organized under the laws of the State of New York in the United States of America, and the Services are operated in the United States. The laws of the State of New York, without reference to the principles of conflicts of law thereof, govern these Terms of Use and your use of the Services, and you irrevocably consent to the exclusive jurisdiction of the courts located in the City and State of New York for any action to enforce these Terms of Use. By using the Services, you agree you have waived trial by jury in any action or proceeding arising out of or related to the use of the Services. We recognize that it is possible for you to obtain access to the Services from any jurisdiction in the world. The Services have been designed to comply with the laws of the State of New York and of the United States. If the Services or your use of the Services, is contrary to the laws of the place where you are when you access it, the Services are not intended for you, and we ask you not to use the Services. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.

Changes to These Terms of Use

We reserve the right, in our sole discretion, to change these Terms of Use at any time by posting revised terms on our websites. It is your responsibility to check periodically for any changes we may make to these Terms of Use. Your continued use of the Services following the posting of changes to these terms or other policies means you accept the changes.

Miscellaneous

You agree to comply with all applicable laws, rules and regulations (including privacy laws) relating to your use of the Services and performance of your obligations under these Terms of Use. If any provision of these Terms of Use is unlawful, void or unenforceable, the remaining provisions of these Terms of Use will remain in place. You may not assign these Terms of Use or any of your rights or obligations hereunder without our prior written consent. These Terms of Use shall be binding on, and shall inure to the benefit of, the authorized successors and assigns of the parties. Any attempt to assign in violation of this provision shall be null and void. Except as otherwise provided herein, notices to us under these Terms of Use shall be in writing and shall be sent by overnight courier to the mailing address set forth below. Notices to you may be sent via overnight courier service to your mailing address on record in your Services account, or via email to your email address on record in your Services account. Any notices hereunder shall be considered to have been given when sent.

How to Contact Us

If you have any questions or comments about these Terms of Use or want to report a violation of these Terms of Use, please e-mail Copyrightagent@Macmillanusa.com or write to us at:

Macmillan Learning c/o Macmillan
120 Broadway, 22nd Floor
New York, NY 10271

Macmillan Learning is a group name for Bedford, Freeman & Worth Publishing Group, LLC (Bedford St. Martin’s, WH Freeman and Company, Worth Publishers, iClicker), Skyfactor, and Hayden-McNeil LLC, and is used herein to refer to each entity individually and collectively.