TERMS OF SERVICE

This site is owned and operated by Total Reader, LLC ("TR, LLC") and contains material which is derived in whole or in part from TR, LLC and other sources and is protected by international copyright, trademark and other intellectual property laws. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way any material from this site including code and software. You may download material from this site for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices.

As part of our service, TR, LLC agrees to provide you with information and other computer services subject to these TERMS OF SERVICE. You agree to use our service in accordance with these TERMS OF SERVICE. Upon notice published on this site, or such other notice as may be given, TR, LLC may amend or modify these TERMS OF SERVICE, or impose new conditions on use, at any time. Your use of this service after such notice shall be deemed to constitute acceptance of the new TERMS OF SERVICE.

TR, LLC does not discriminate based on sex, age, gender, sexual orientation, gender orientation, ethnicity, culture, religion or socio-economic status.

The person responsible for payment must be at least 18 years old. All enrollment fees are nonrefundable and nontransferable.

USER AGREEMENT

IMPORTANT-READ CAREFULLY: This User Agreement constitutes a legal agreement between you and Total Reader, LLC, a Delaware limited liability company ("TR LLC" or "we" or "us" or "our") concerning your use of the Total Reader™ service ("Service").

BY CLICKING THE "I acknowledge that I have read and accepted the Terms and Conditions and User Agreement with Total Reader" BUTTON OR BY ENTERING THE TOTAL READER WEBSITE THROUGH TR, LLC’S PORTAL OR VIA A THIRD PARTY PORTAL, YOU ACKNOWLEDGE THAT YOU HAVE READ THE USER AGREEMENT, UNDERSTAND IT, AND AGREE TO BE LEGALLY BOUND BY IT.

IF YOU REJECT ANY OF THE TERMS AND CONDITIONS OF THE USER AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS THE WEB SITE OR RECEIVE OR USE ANY SERVICES OFFERED THROUGH THIS WEB SITE.

ACCEPTANCE OF TERMS

Your use of the Service is subject to this User Agreement. TR LLC reserves the right to update and change, from time to time, the User Agreement and all documents incorporated by reference by publication of the changes on TR LLC's web site.

DISCLAIMER

TR, LLC has provided links and pointers to Internet sites maintained by third parties. Neither TR, LLC, its parent or subsidiary companies, nor their affiliates operate or control in any respect any information, products, or services on these third-party sites. The materials in this site and the third-party sites are provided "as is" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, TR, LLC disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. TR, LLC does not warrant that the functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that this site, including bulletin boards, or their server that makes it available, are free of viruses or other harmful components.

TR, LLC does not warrant or make any representations regarding the use or the results of the use of the materials in this site or in third-party sites in terms of their correctness, accuracy, timeliness, reliability, or otherwise. You (and not TR, LLC) assume the entire cost of all necessary maintenance, repair, or correction.

DESCRIPTION OF SERVICE

The Total Reader service includes a personal "gateway" that is password-protected; evaluated reading passages organized into categories; word completion "Passages" containing passage content; a mechanism for scoring results of "Passages" using MetaMetrix Bayesian Lexile scoring; various progress charts and graphs; tables of related information; and various other links to specific information.

TERM OF ENROLLMENT, PAYMENT TERMS, AND CANCELLATION

Class/School/District Bulk Purchases:

The Services are provided on an enrollment basis, which commences on the date Client access to the Service is first enabled and shall continue for an initial term, as mutually agreed-to by the Parties, which may be renewed by mutual agreement, unless terminated sooner pursuant to the effective Licensing Agreement.

Individual Subscription Purchases:

The Services are provided on an enrollment basis for a term of one (1) year. The credit card that you provide in connection with your registration will be billed immediately. All currency references are in U.S. dollars. Payment for Service is on an annual basis and is nonrefundable. If you cancel your enrollment before the end of the enrollment term, your cancellation will take effect at the end of that term. If your credit card is invalid for any reason, your enrollment will be cancelled and all the information contained within it deleted permanently. TR LLC is not liable for deletion of information due to an invalid credit card.

Prohibited Activities

We reserve the right to remove any content that we find, in our sole discretion, violates these Terms and Conditions of Use or is otherwise in violation of the law. You may not use our services, including our Web site:

  • To make unsolicited offers or proposals or to send junk mail to users of our services or our software,
  • To post or transmit or in any way exploit any information, software, or other material for commercial purposes, or that contains advertising;
  • To post or transmit or in any way exploit any information, software, or other material that contains advertising;
  • To harass, defame or defraud users of our services;
  • To promote or provide material that is grossly offensive to the online community, including blatant expressions of bigotry, prejudice, racism, hatred or profanity;
  • To promote or provide material or instructional information about illegal activities; or
  • To promote physical harm or injury;
  • Knowingly damage or interfere with the operation of our services, any software that utilizes them, or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms or other harmful code;
  • Disable, circumvent, avoid, bypass, remove, deactivate, impair or otherwise interfere with security-related features of our services, features that enforce restrictions or limitations on use of our services, or features that prevent or restrict use or copying of any content or other material accessible through use of our services;
  • Upload, transfer or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws including without limitation copyright, trademark, patent, or trade secret laws or by rights of privacy or publicity, unless you own or control the rights or have received all necessary consent to do so;
  • Upload, transfer or otherwise make available images, photographs, software or other material that is lewd, pornographic, obscene or otherwise offensive;
  • Download any file posted by another user that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in this manner;
  • Access or use our software or services in violation of any local, state, national, or international law, including, without limitation, laws governing the provision of financial services, data protection and privacy, obscenity, child pornography or other pornography and/or export or import control;
  • Use any robot, spider, scrapper or other automated means to access our web site for any purpose without our express written permission;
  • Take any action that imposes, or may impose in our sole determination an unreasonable or disproportionately large load on our infrastructure;
  • Bypass any robot exclusion headers or other measures we may use to prevent or restrict access to our web site;
  • Restrict or inhibit any other user from using and enjoying the web site or the services of TR, LLC offered through this web site; or
  • Otherwise access or use our software, products, services or this web site in violation of these terms and conditions or any other applicable agreement.

Consequences of Unacceptable Use

We reserve the right to take any and all action we deem appropriate if we become aware of conduct that we believe does not conform to the requirements of any agreement pursuant to which you use our services or any software that utilizes them, the Terms and Conditions for use of this Web site, or applicable law, including without limitation: (a) terminating your right to use this Web site; (b) terminating any registration or license you have to use our products, services or this web site or any portion thereof; (c) banning you from future use of our products, services or this web site by name, e-mail address, IP address and/or any other means; or (d) any other action that we deem appropriate in our sole discretion.

Special Notice Regarding Copyright Infringement

You may not use our services to infringe copyrights. We will attempt to terminate service to anyone who we become aware is repeatedly using our services in violation of copyright law. IT IS YOUR SOLE RESPONSIBILITY TO USE THE SERVICES IN COMPLIANCE WITH ALL APPLICABLE COPYRIGHT LAWS. Notification of claimed copyright infringement should be made in accordance with our Notice and Procedure for Making Claims of Copyright Infringement. NOTICES UNRELATED TO ALLEGED COPYRIGHT INFRINGEMENT OR NOT IN CONFORMANCE WITH THIS PROCEDURE WILL NOT RECEIVE A RESPONSE.

Notice and Procedure for Making Claims of Copyright Infringement

Pursuant to Title 17, United States Code, Section 512(c), all notifications of claimed copyright infringement using our services should be sent ONLY to our Designated Agent. NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING TR, LLC THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. DO NOT SEND ANY NOTICES OR INQUIRIES UNRELATED TO ALLEGED INFRINGEMENT OF YOUR COPYRIGHTS TO OUR DESIGNATED AGENT. YOU WILL NOT RECEIVE A RESPONSE. Your written notification must be sent to the following Designated Agent:

Service Provider: Total Reader, LLC
Agent Designated to Receive Notice: Rick Wells
Address of Designated Agent: 5471 Kearny Villa Road, Suite 310 San Diego, CA 92123
Telephone Number of Designated Agent: 858-712-9341
Facsimile Number of Designated Agent: 858-712-9448
E-Mail Address of Designated Agent: rwells@edmin.com

Under Title 17, United States Code, Section 512(c)(3)(A), your Notification of Claimed Infringement must include the following:

  • An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;
  • Identification of the copyrighted work(s) that you claim have been infringed;
  • A description of the material that you claim is infringing, and the location where the original of an authorized copy of the copyrighted work exists (for example, the URL of the page of the web site where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);
  • Your address, telephone number, and e-mail address;
  • A statement 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 the copyright owner's behalf.

Termination

This agreement is effective until terminated by TR, LLC at any time without notice. However, the disclaimers and limitations of liabilities set forth in this agreement will survive.

PASSWORDS

When you enroll, you will either be provided with or asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree to not use the account, username or password of another user at any time or to disclose your password to any third party. You are solely responsible for any and all use of your account.

PRIVACY

Use of Total Reader is also governed by our Privacy Policy, which is incorporated into this Agreement by reference, and immediately follows this Terms of Service.

IDEMNIFICATION

YOU WILL INDEMNIFY AND HOLD TR LLC AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, CONTROLLED OR CONTROLLING ENTITIES, BUSINESS PARTNERS, AGENTS, THIRD PARTY CONTENT PROVIDERS, LICENSORS, AND SUPPLIERS HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES AND LOSSES (INCLUDING ATTORNEYS FEES) ARISING OUT OF OR CAUSED BY YOUR BREACH OF THIS AGREEMENT.

TR LLC'S PROPIETARY RIGHTS

TR LLC grants to you a non-transferable, non-exclusive right and license to access and use the Services. No other rights or licenses are being transferred or granted.

DISCLAIMER OF WARRANTIES

You understand and agree that the Service is provided "AS-IS" and "AS AVAILABLE" and that TR LLC assumes no responsibility for the timeliness, deletion, corruption, or failure to store any of your information or material. TR LLC assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operations or transmission, communications line failure, theft or destruction or unauthorized access to files. TR LLC is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure due to technical programs or traffic congestion on the Internet.

Export and Import Restrictions

This Web site is controlled and operated by TR, LLC from its offices within the United States. TR, LLC makes no representation that the software, products, services and other materials available through this Web site are appropriate or available for use in other countries, and access to them from countries where their contents or use is illegal is prohibited.

LIMITATION ON LIABILITY

IN NO EVENT SHALL TOTAL READER, LLC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCUDING LOST PROFIT DAMAGES ARISING FROM YOU USE OF THE SERVICES, EVEN IF TOTAL READER, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TOTAL READER LLC'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO TOTAL READER, LLC FOR THE SERVICES DURING THE TERM OF ENROLLMENT.

TR LLC'S RESERVATION OF RIGHTS

TR LLC expressly reserves the right to immediately modify, suspend or terminate your enrollment and account and refuse current or future use of any TR LLC service, if TR LLC, in its sole discretion believes you or someone on your account has: (i) violated or tried to violate the rights of others; or (ii) acted inconsistently with the spirit or letter of this User Agreement, including the Terms and Conditions of Use and other documents incorporated by reference into this User Agreement.

Miscellaneous Terms and Conditions

The Terms and Conditions of Use apply generally to your access to and use of this Web site and our software, products and services. Some of these terms and conditions may be modified or superseded by expressly designated legal notices located on other pages of this Web site or by the terms and conditions of the User Agreements or other agreements pursuant to which you obtain our software, products or services. A specific provision in any of those notices, licenses or agreements that addresses the same subject matter as a provision on this page overrides the provision on this page.

No delay or failure to take any action or exercise any right that TR, LLC may take or exercise pursuant to these terms and conditions or applicable law will constitute a waiver of that action or right by TR, LLC.

Any litigation arising out of or related to your access to or use of this web site and services provided by it will be brought only in the United States District Court for the Southern District of California, San Diego Division, or, if federal subject matter jurisdiction is lacking, then in any California state District Court located in San Diego, California. By accessing or using this web site, you submit to the personal jurisdiction of these courts and waive all objections to placing venue exclusively before them. The prevailing party in any litigation will be entitled, in addition to any other relief granted to it, to recover reasonable attorney's fees, expenses and costs incurred in connection with the litigation.

The terms and conditions contained on this page will be governed by and interpreted in accordance with the laws of the State of California, USA, without regard to any of its choice of law rules that might lead to application of the law of another jurisdiction. If any of the terms or conditions page are determined to be invalid or unenforceable by a court of competent jurisdiction, then the remaining terms and conditions will remain in full force and effect, and the invalid or unenforceable term or condition will be deemed superseded by a valid, enforceable term or condition that matches the practical effect of the original provision as closely as possible. These terms and conditions set forth our entire agreement with you related to your use of this Web site, and they prevail over any other communications we may have regarding its use, with the exception of an agreement signed by an authorized representative of TR, LLC that explicitly authorizes a use which is inconsistent with these terms and conditions.

Other

This agreement constitutes the entire agreement between TR, LLC and you with respect to the subject matter contained in this agreement and supersedes all previous and contemporaneous agreements, proposals, and communications, written or oral. This agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles or conflicts of law. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

  

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