Terms of Use

THESE TERMS OF USE form a legal agreement (the “Agreement”) between News Literacy Project, Inc. (“NLP”) with offices at Bethesda, Maryland, and the educational institution (“You” or the “Subscriber”) identified on the online registration page for the Services (the “Registration Page”). This Agreement governs Your use of the Platform (as defined below).

BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS FOR THE PLATFORM, YOU AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE, THAT YOU AGREE TO THESE TERMS OF USE AND PRIVACY POLICY, AND THAT YOU WILL COMPLY WITH SUCH TERMS AND PRIVACY POLICY IN CONNECTION WITH YOUR USE OF THE PLATFORM. YOU AGREE THAT (a) YOU ARE AN EMPLOYEE, DIRECTOR, OR AGENT OF THE SUBSCRIBER; (b) YOU HAVE CONFIRMED THAT SUBSCRIBER HAS AGREED TO BE BOUND TO THESE TERMS OF USE AND THE PRIVACY POLICY; AND (c) THE SUBSCRIBER HAS AUTHORIZED YOU TO USE THE PLATFORM ON ITS BEHALF.

1. THE PLATFORM. NLP has developed an online platform called the “checkology® virtual classroom,” where students learn skills and concepts of news literacy (the “Platform”). It is accessible through NLP’s websites and may be made available in the future through smartphone applications and otherwise. Your use of the Platform is governed by these Terms of Use.

2. LICENSE TO USE PLATFORM. Subject to these Terms of Use, NLP hereby grants Subscriber a personal, limited, terminable, revocable, royalty-free, worldwide, non-exclusive, non-transferable, non-sublicenseable license to access and use the Platform, and allow its End Users (defined below) to access and use the Platform solely for educational purposes (the “License”). Subscriber shall be responsible, at Subscriber’s sole expense, for procuring, operating, and maintaining the computer system, mobile device, hardware, software, telecommunications applications and providers, internet connectivity and other items necessary or appropriate to enable Subscriber and End Users to exercise their rights and licenses hereunder.

3. USERNAMES AND ACCESS CODES. NLP shall provide an individualized username and access code to initiate access to the Platform by Subscriber’s designated administrator(s) identified on the Registration Page or designated by Subscriber in writing (the “Subscriber Administrator(s)”). The Subscriber Administrator(s) shall create an individualized username for each administrator, faculty member, and student enrolled by the Subscriber (each a designated “End User”). NLP will provide Subscriber with an access code for the End Users to access the Platform (the “Access Code”). Subscriber shall be solely responsible for keeping an accurate record of the Access Code and username assigned to each End User. Subscriber is responsible for ensuring that all such Access Codes and usernames are kept secret, safe, and secure at all times. NLP shall not be held responsible or liable for any misuse of Subscriber’s account in the event that a third party has access to and uses any such Access Code or username. The Platform enables Subscriber and its End Users access to certain online educational products and services (the “Services”). All use of the Services is subject to these Terms of Use and any additional terms agreed to in writing by Subscriber and NLP in connection with the Platform and such Services. Subscriber is responsible for its End Users’ use of the Platform and the Services and compliance with these Terms of Use.

4. GENERAL RESTRICTIONS ON USE. You agree to use the Platform and the Services only for purposes that are permitted by these Terms of Use in compliance with all applicable laws, regulations, and generally accepted practices and guidelines in the relevant jurisdictions. You may only use the Platform and Services for educational purposes. You will not (and will not attempt to):

  • Gain unauthorized access to NLP’s computer system or engage in any activity that interferes with the performance of, or impairs the functionality or security of the Platform, the Services, or NLP’s networks and computer systems;
  • Access the Platform or any of the Services through any automated means or with any automated features or devices (including use of scripts or web crawlers, data mining, scraping, robots, spiders, or any other data gathering or extraction tools), except to the extent the Platform is indexed by general purpose consumer-accessible search engines, such as Google, Yahoo, or Bing;
  • Reproduce, duplicate, copy, sell, trade, make derivatives, modify or resell any aspect of the Platform or the Services for any purpose, including commercial purposes;
  • Upload, post, or otherwise transmit, through the Platform, any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing” or any other form of solicitation;
  • Reverse-engineer, decompile, circumvent or otherwise attempt to discover any NLP source code that form the Platform; and
  • Reproduce, duplicate, copy, sell, trade, or resell any products or services bearing any trademark, service mark, trade name, logo, or other signifier owned by NLP in a way that is likely or intended to cause confusion about the owner or authorized user of materials.

5. APPLICABLE LAW. Subscriber is familiar with and agrees to be responsible for compliance with the Children’s Online Privacy Protection Act of 1998 (“COPPA”), the Family Educational Rights and Privacy Act and the U.S. Department of Education’s implementing regulations at 34 CFR Part 99 (collectively, “FERPA”); and all other laws, rules, or regulations concerning the collection, use, and disclosure of Personal Information about End Users accessing the Services that are the subject of this Agreement (collectively, “Applicable Law”). “Personal Information” means any and all information that could, individually or when combined with other information, identify an individual.

6. SUBSCRIBER INFORMATION. All Personal Information concerning Subscriber and End Users (collectively, “Subscriber Information”) shall belong to the Subscriber. Subscriber assumes sole responsibility for:

  • Providing notice to the extent required under COPPA or other Applicable Law in connection with the collection, use and/or disclosure of Personal Information from End Users;
  • Obtaining verifiable prior parental consent as required under COPPA or other Applicable Law in connection with the collection, use, and/or disclosure of Personal Information obtained from End Users;
  • Providing a reasonable means for parents to review Personal Information provided by End Users to the extent required by COPPA or other Applicable Law; and
  • Establishing and maintaining reasonable procedures to protect the confidentiality, security, and integrity of the Personal Information.

With respect to any Subscriber Information, feedback, or other information or materials contributed by Subscriber or any End User to NLP through the Platform (“User Content”), Subscriber hereby represents and warrants to NLP that Subscriber has full right to provide such User Content and that such User Content shall not:

  • Infringe any intellectual property rights of any third party or any rights of publicity, personality, or privacy of any person or entity;
  • Violate any Applicable Law;
  • Be defamatory, libelous, unlawfully threatening, or unlawfully harassing, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  • Contain or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • Be obscene, child-pornographic, or indecent;
  • Violate any community or internet standard;
  • Constitute misappropriation of any trade secret or know-how; or
  • Constitute disclosure of any confidential information owned by any third party.

7. NLP USE OF SUBSCRIBER INFORMATION. As a service provider to Subscriber, NLP will establish and maintain reasonable procedures in accordance with its policies and practices and Applicable Law that are designed to protect the confidentiality, security, and integrity of Personal Information and Subscriber Information received by NLP in connection with provision of the Platform to Subscriber. Subscriber acknowledges and agrees that NLP has the right to use the Personal Information and Subscriber Information collected in connection with the provision of the Platform for purposes of performing its obligations under this Agreement, and as described in NLP’s Privacy Policy and COPPA Privacy Notice.

8. OWNERSHIP. No intellectual property rights of any kind are assigned or transferred to Subscriber under this Agreement. NLP owns all information and materials, including without limitation designs, titles, phrases, images, illustrations, icons, photographs, copyrights, trademarks, service marks, trade dress, and other intellectual property rights associated therewith, in or made available through the Platform (the “NLP Content”). Subscriber’s license with respect to the Platform and any other materials provided hereunder is only as expressly set forth in these Terms of Use. Subscriber shall have no right to use the Platform for any purpose other than as set forth herein. Subscriber shall not challenge, or assist any person or entity in challenging, NLP’s right, title, and interest in the Platform. You agree not to remove or alter any copyright notice or any other proprietary notice on the Platform or on any NLP Content.

9. RESTRICTIONS ON USE. Subscriber shall not, and shall cause its employees, officers, directors, members, managers, partners, agents, third party service providers, or other designated persons (its “Representatives”) not to, take any of the following actions:

  • Creating or enabling the creation of derivative works, modifications, or adaptations of the Platform;
  • Decompiling, reverse-engineering or disassembling the Platform;
  • Distributing or disclosing the Platform to third parties;
  • Removing or modifying any proprietary marking or restrictive legends placed on the Platform; or
  • Using any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the Platform.

10. TERM AND TERMINATION. These Terms of Use shall remain in full force and effect unless and until terminated as provided in these Terms of Use. In the event that Subscriber commits a material breach of this Agreement, NLP may terminate these Terms of Use on five (5) business days prior written notice to Subscriber; provided that Subscriber fails to cure such breach within such five (5) business day period. Subscriber may terminate these Terms of Use by (a) providing NLP with no less than thirty (30) days prior written notice or (b) ceasing all access to the Platform for six (6) months or longer.

11. EFFECT OF TERMINATION OR EXPIRATION. Subscriber’s right to use the Platform shall end immediately upon any termination of these Terms of Use, and Subscriber shall immediately cease any use of the Platform upon such termination. The following provisions shall survive any termination or expiration of this Agreement: Section 8 (“Ownership”), Section 9 (“Restrictions on Use”), this Section 11 (“Effect of Termination or Expiration”), Section 12 (“Confidentiality”), Section 13 (“Representations and Warranties; Disclaimer”), Section 14 (“Liability”), Section 15 (“Indemnification”), and Section 16 (“Miscellaneous”).

12. CONFIDENTIALITY. The parties acknowledge and agree that, as a result of negotiating, entering into and performing this Agreement, each party (the “Receiving Party”) has and will have access to certain confidential information (“Confidential Information”) of the other party (the “Disclosing Party”). Personal Information of End Users is considered Confidential Information of Subscriber. At all times the Receiving Party shall:

  • Use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care;
  • Not use the Disclosing Party’s Confidential Information other than as necessary to perform its obligations under this Agreement;
  • Not disclose, distribute, or disseminate the Confidential Information to any third party (except to Representatives, as expressly permitted below); and
  • Disclose the Disclosing Party’s Confidential Information to its Representatives on a “need to know basis,” provided that each Representative is bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

13. REPRESENTATIONS AND WARRANTIES; DISCLAIMER. Each party represents and warrants that this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with its terms. NLP DOES NOT WARRANT THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THE PLATFORM, THE SERVICES, OR ANY NLP CONTENT. THE PLATFORM, THE SERVICES, AND THE NLP CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. NLP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, NLP MAKES NO WARRANTY THAT:

  • THE PLATFORM, THE SERVICES, OR ANY NLP CONTENT WILL MEET THE REQUIREMENTS OF SUBSCRIBER;
  • THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
  • THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR
  • ANY ERRORS IN THE NLP CONTENT WILL BE CORRECTED.

NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY NLP, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. To the extent that NLP may not as a matter of applicable law disclaim an implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.

14. LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR TO ANY OTHER PERSON CLAIMING RIGHTS DERIVED FROM SUCH PARTY’S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF GOODWILL OR REPUTATION) OR LOSS OF DATA WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT, OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING FROM OR RELATING TO THE PLATFORM, THE NLP CONTENT OR OTHERWISE ARISING FROM OR RELATING TO THESE TERMS OF USE, REGARDLESS OF WHETHER SUCH PROTECTED ENTITY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. NLP’S MAXIMUM LIABILITY ARISING FROM OR RELATING TO THE PLATFORM, THE NLP CONTENT OR OTHERWISE ARISING FROM OR RELATING TO THESE TERMS OF USE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO NLP HEREUNDER. To the extent the foregoing exclusion of liability is not permitted under applicable law, the Protected Entities’ liability in such case will be limited to the greatest extent permitted by law.

15. INDEMNIFICATION. Subscriber shall indemnify, defend, and hold harmless NLP, its officers, directors, employees, agents, and employees from and against any and all liabilities, claims, demands, losses, damages, costs and expenses, including reasonable attorneys’ fees, related to or arising out of use of the Platform by Subscriber or any End User, except to the extent that such claim arises from NLP’s negligence or willful misconduct.

16. MISCELLANEOUS. The Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions with respect to the subject matter of the Agreement, and neither party has relied upon any representation, express or implied, not contained in the Agreement.

The rights and remedies of the parties are cumulative and not alternative. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged. Neither the failure nor any delay by any party in exercising any right, power, or privilege under the Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. No modification of or amendment to the Agreement will be effective unless in writing signed by authorized representatives of both parties. If any provision of the Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties’ intent.

Subscriber may not assign or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of NLP, which consent NLP may grant or withhold in its sole and absolute discretion. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Any purported or attempted assignment or other transfer or delegation in violation of this Section shall be null and void. These Terms of Use shall be governed by and construed in accordance with the laws of the State of Maryland, without application of its choice of law principles. Subscriber and NLP agree to irrevocably submit to the exclusive jurisdiction of the courts located in the State of Maryland for the purposes of any suit, action or other proceeding arising out of these Terms of Use, the Privacy Policy, or the use of the Platform.