IMPORTANT NOTICE TO USER...PLEASE READ CAREFULLY: The terms "we", "us", and "our" refer to Vantageonlinestore.com, LLC and its affiliated companies ("Vantage"). "You" and "your" refer to the individual and/or entity that has ordered Vantage product or technical services from Vantage. "Product services" refers to any web-based service application accessed by you via the internet. "Technical services" refers to support, consulting, or other services including customizations you have ordered (if any apply).
This Vantage Terms and Conditions are a legal agreement between you as a User and Vantage for use of the writing assessment services incorporating Vantage's proprietary underlying technology accessed solely as a service over the Internet and any related documentation. By using this service, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not use the writing assessment services. The terms “writing assessment services” and/or “services” may be used interchangeably within this document.
The terms and conditions for access to and use of Services include and protect any related documentation or materials that may be distributed to you or to which you may gain access as an end-user. Your access to and use of Services is authorized exclusively by Vantage at its sole discretion and is further contingent upon timely and seasonable payment of service fees as a condition precedent to initial and continued end-user access and use of such Services. Pricing, fees, as well as the manner and timing of payment for Services may be governed collaterally by separate purchase order. By using Services, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not use Services.
If you are a minor, under the age of thirteen (13), you may not agree to this end user subscription agreement. Your parent or guardian must agree to an accept the terms of this agreement. Your parent must establish the account and register on your behalf.
WHAT THIS SERVICES AGREEMENT COVERS
Your order is not effective until accepted by us. Upon acceptance we grant you limited authority to access and use of the writing assessment services on a personal basis, i.e. only valid paid-up users have authority to access and use the writing assessment services for exclusively personal use. Domestic and Foreign Intellectual Property statutes, treaties, conventions, protocols and agreements, including copyright laws (collectively "Intellectual Property law") protect Vantage’s proprietary technology, is accessed via the internet on a single use basis, it is not sold. As a user, you acknowledge, assent to and agree to abide by all Intellectual Property law pertaining to and protecting Vantage’s proprietary technology.
OWNERSHIP AND PROPERTY RIGHTS
User understands and acknowledges that Vantage holds all right, title and interest to the writing assessment services and/or Tutoring services, including, but not limited to, trade secret, patent, trademark and copyright in Product Services. Subject to the terms of this Agreement, Vantage grants to user a non-exclusive, non-transferable use of Product Services during the term of this Agreement.
OTHER TERMS OF USE
Upon your acceptance as an end-user, Vantage grants to you a non-exclusive, nontransferable, limited authority to access and use Services on an individual basis by use of a special username and password ("entry key") to be issued by Vantage and that shall be used only for purposes consistent with this Agreement and the pedagogic nature and objectives for which Services were developed and procured. The entry key is Vantage confidential information as defined within this Agreement and should not be used for any purpose inconsistent with the terms and conditions of this Agreement or the technology itself.
You may not share or otherwise divulge the entry key assigned to you to any other person. Doing so will invalidate your user agreement and may subject you to civil penalties. The services will terminate at the end of the product term shown on the product order schedule agreement or contract between you and Vantage. The services may be subsequently renewed at the then current renewal price. Domestic and Foreign Intellectual Property statutes, treaties, conventions, protocols and agreements, including copyright laws (collectively "Intellectual Property law") protect the Services and all underlying technologies and connected intellectual property. As a user, you acknowledge, assent to and agree to abide by all Intellectual Property law pertaining to and protecting Services and technology. In all cases, you must pay for services at which time you will be given a specifically assigned entry key in order to access and use Services. Only valid and paid-up users have authority to access and use Services exclusively for personal use.
A user may use Services only for the time period that has been authorized by Vantage. Any attempt to use an entry key, transfer use of Services or actual use of Services by anyone other than the valid subscriber shall constitute a breach of these Terms and Conditions and and shall result in immediate termination of the services as described below under the heading 'Termination'. User shall not cause any part of the Application in any way to be decompiled, disassembled or reverse engineered, reverse compiled or re-implemented nor shall any attempt to do so be undertaken or permitted. User agrees not to modify nor create a derivative of any part of the Application, nor remove, edit, copy, or modify any product identification, copyright or other notices. Intentional attempts to trick, deceive, mislead, fool or otherwise circumvent the legitimate purposes for which the writing assessment services have been purchased, including false or purposefully designed submissions calculated to test, reveal or expose underlying scoring technology or other product functionality ("false submission") shall be considered a breach of this subscription agreement and shall be cause for immediate cancellation of services without refund or reimbursement of any kind. User agrees not to modify the writing assessment services nor create a derivative of any part of remove any product identification, copyright or other notices, create or aid in the creation of false submissions.
USE OF SERVICES
User shall not violate the terms of this agreement and must use the service in a lawful manner, without profanity, threats, libelous, tortious, defamatory, improper, obscene content or other inappropriate conduct.
USE OF MATERIALS
The submissions by you, the User, are not deemed to be confidential. Vantage may use the submissions for any purpose, however, the identity of the user will not be disclosed. User warrants that any submissions are original works and that no other person has rights to such materials. User grants Vantage unrestricted, worldwide perpetual and irrevocable rights to license, display or otherwise use the de-identified submitted materials.
If User’s submissions are derived from a text book, workbook or other academic materials, User warrants that he/she has the rights to use such materials under the ‘fair use’ doctrine of copyright law.
User understands and agrees that Vantage may retain submissions for quality control and any other purposes.
Vantage does not share, sell or otherwise distribute information with any unaffiliated entities. The user’s identity shall not be revealed.
LIMITED WARRANTY
VANTAGE WARRANTS TO USER THAT PRODUCT SERVICES WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH CURRENT FUNCTIONAL DOCUMENTATION. VANTAGE PROVIDES NO WARRANTY THAT THE USE OF PRODUCT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. VANTAGE'S TOTAL LIABILITY WITH RESPECT TO THIS WARRANTY AND USER'S SOLE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE LIMITED TO SCORE CORRECTION OR REUSE OF PRODUCT SERVICES AT NO ADDITIONAL CHARGE TO USER. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, SHALL APPLY, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. IN NO EVENT, HOWEVER, SHALL VANTAGE BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PRODUCT.
THE ABOVE IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY VANTAGE. VANTAGE MAKES AND USER RECEIVES NO OTHER WARRANTY EXPRESS OR IMPLIED. EXPRESSLY EXCLUDED ARE ALL WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE SET FORTH ABOVE, THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF VANTAGE TECHNOLOGIES FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE DELIVERY, USE OR PERFORMANCE OF ANY PRODUCT SERVICES OR INTELLECTUAL PROPERTY PROVIDED TO USER BY VANTAGE.
LIABILITY
UNDER NO CIRCUMSTANCES SHALL VANTAGE'S LIABILITY TO THE USER HEREUNDER INCLUDE, NOR SHALL VANTAGE BE LIABLE FOR, ANY CLAIM OR DEMAND AGAINST VANTAGE BY A THIRD PARTY, EXCEPT AS SPECIFIED IN ABOVE, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR PRODUCTS OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, TORT OR COVER DAMAGES HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM NEGLIGENCE OR FROM DELAY OF DELIVERY OR FROM LOSS OF DATA, BUSINESS OR GOODWILL, WHETHER OR NOT USER HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
ASSIGNMENT
This Agreement and the access to services granted hereunder may not be assigned, licensed, transferred or otherwise alienated by user to any other party.
TERMINATION
Without prejudice to any other rights, Vantage may terminate the services if the user breaches or fails to comply with any term or condition of this agreement. In such event, User shall immediately cease and desist from further use of any materials or documentation connected with Product Services and destroy all copies of the same.
FEES
Use of Product Services is subject to current and seasonable payment of applicable participation and/or special fees, if any, by User. Failure to comply with payment terms in consideration of valid use of services shall be grounds for suspension, revocation or termination of user's access to Product Services.
VANTAGE PROPRIETARY RIGHTS
The parties agree that any and all rights in and to existing Vantage Intellectual Property including but not limited to Product Services and underlying Vantage Learning Platform (VLP) and proprietary technology, including without limitation the rights to patents, copyrights, trademarks, trade names and any other intellectual or proprietary rights, are and shall remain be the sole property of Vantage. Vantage will retain ownership and all rights to underlying technology created and/or distributed by Vantage under this Agreement. User agrees to secure and protect Product Services in a manner consistent with the maintenance of Vantage's rights and User's obligations herein.
GOVERNING LAW
This Agreement shall be construed under the laws of the Commonwealth of Pennsylvania and user agrees to jurisdiction within the Commonwealth without regard to choice of law provisions. In the event that any provision of this Agreement is deemed invalid or unenforceable, the other provisions of this Agreement shall continue in full force and effect.
MODIFICATIONS TO PRODUCT SERVICES
Vantage may at any time make modifications, changes, revisions, maintenance updates, enhancements, and alterations to the Application, including these Terms of Services, without prior notice. Users are responsible for regularly reviewing this agreement. Your continued use of the Application following any modifications, changes, revisions, maintenance updates, enhancements, and alterations shall constitute your acceptance of each modification, change or alteration.
OTHER
This Agreement constitutes the entire understanding between Vantage and the User with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations or offers between them. Any modification or amendment of the terms of this Agreement shall not be binding upon either party unless such amendment or modification is in a written form signed by an authorized representative of each party.
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY VANTAGE.