TERMS OF USE AGREEMENT

Effective: January 13, 2015

1. Acceptance of the Terms and Conditions.

1.1. Match Education, through The Match Foundation, Inc., Match Charter Public School, and The Charles Sposato Graduate School of Education, Inc. (herein referred to as “Match,” “we,” “us” or “our”), provides and makes available the web sites at matcheducation.org, matchschool.org, matchbeyond.org, sposatogse.org, matchminis.org, matchfishtank.org, and matchmore.org (the “Web Sites”). All use of the Web Sites is subject to the terms and conditions contained in this Terms of Use Agreement (the “Agreement”). Please read this Agreement carefully. By accessing, browsing, or otherwise using the Web Sites, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse, or use the Web Sites.

1.2. You understand and agree that we may update or change this Agreement at any time without prior notice to you. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Web Sites. You should periodically visit this page to review the current Terms of Use so you are aware of revisions to which you are bound. By using the Web Sites and any services provided through the Web Sites, you agree to these Terms of Use. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing, and otherwise using the Web Sites.

1.3. Your access to and use of the Web Sites is also subject to Match’s Privacy Policy, located here, the terms and conditions of which are hereby incorporated by reference. In addition, when using certain Match services or applications, you will be subject to any additional applicable terms posted in connection with such services or applications.

2. Use of the Web Sites.

2.1 The Web Sites contain material, including but not limited to software, text, graphics, videos, and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy, or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy we permit you to make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Web Sites shall automatically terminate and you shall immediately destroy any copies you have made of the Content.

2.2 The trademarks, service marks, and logos of Match (the “Match Trademarks”) used and displayed on the Web Sites are registered and unregistered trademarks or service marks of Match. Other company, product, and service names located on the Web Sites may be trademarks or service marks owned by third parties (the “Third Party Trademarks”, and, collectively with the Match Trademarks, the “Trademarks”). Nothing on the Web Sites or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Web Sites without the prior written consent of Match specific for each such use. The Trademarks may not be used to disparage Match or the applicable third party, Match’s or the third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademark as part of a link to or from any web site is prohibited without Match’s prior written consent. All goodwill generated from the use of any Match Trademark shall inure to Match’s benefit.

2.3 You agree not to: (a) take any action that imposes an unreasonable load on the Web Sites’ infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Sites or any activity being conducted on the Web Sites, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Web Sites, (4) delete or alter any material posted on the Web Sites by Match or any other person or entity, or (5) frame or link to any of the materials or information available on the Web Sites.

2.4 The Web Sites contain links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others unless we specifically note that such External Sites feature our Content. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.
We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.

2.5 Certain elements of the Web Sites are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of the Agreement. None of the Content for these Web Sites may be retransmitted without the express written consent from Match for each and every instance.

2.6 The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the Puzzl_ED Blog hosted by Match or on other pages of the Web Sites infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA (see www.loc.gov/copyright for details). Notices and counter notices with respect to the Web Sites should be sent to Match at:

By Mail:

Anne Healy, Director of Finance and Administration

Match Education

215 Forest Hills Street

Jamaica Plain, MA 02130

By Email:

anne.healy@matcheducation.org

3. Limitation of Liability and Disclaimer of Warranties.

3.1 MATCH, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “MATCH PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY. THE MATCH PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEB SITES AND THE CONTENT AT YOUR OWN RISK.

THE MATCH PARTIES DO NOT WARRANT THAT THE WEB SITES WILL OPERATE ERROR FREE OR THAT THE WEB SITES, THEIR SERVER(S), OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEB SITES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO MATCH PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

THE WEB SITES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE MATCH PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

3.2 IN NO EVENT SHALL ANY MATCH PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITES AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH MATCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2.4 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE MATCH PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

4. Indemnification.

You agree to defend, indemnify, and hold harmless the Match Parties from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Web Sites. Match shall provide notice to you of any such claim, suit, or proceeding. Match reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Match’s defense of such matter.

5. Termination of the Agreement.

5.1 Match reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Web Sites or the Content at any time and for any reason without prior notice or liability. Match reserves the right to change, suspend, or discontinue all or any part of the Web Sites or the Content at any time without prior notice or liability.

5.2 Sections 2 (Use of the Web Sites), 3 (Limitation of Liability and Warranty), 4 (Indemnification), 5 (Termination of Agreement), 8 (Your Privacy) and 9 (Miscellaneous) shall survive the termination of this Agreement.

6. User Must Comply with Applicable Laws.

6.1 Match is located in Massachusetts, and its Web Sites are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Web Sites or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

6.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

7. U.S. Government Restricted Rights.

The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Web Sites or Content by the Government constitutes acknowledgement of our proprietary rights in the Web Sites and Content.

8. Your Privacy.

We respect the privacy of the visitors to and users of our Web Sites. For details, please see our Privacy Policy. By using or accessing the Web Sites, you consent to our collection and use of personal data as outlined therein.

9. Miscellaneous.

This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Boston in the Commonwealth of Massachusetts. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of Match to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Match unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Match and you, this Agreement constitutes the entire Agreement between you and Match with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Web Sites might be publicly accessible. Important and private information should be protected by you. Match is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.