Terms and Conditions of Use Agreement

TERMS AND CONDITIONS OF USE AGREEMENT

PLEASE READ THIS TERMS AND CONDITIONS OF USE AGREEMENT (the "AGREEMENT") CAREFULLY BEFORE ACCESSING OR USING WWW.NEWPATHLEARNING.COM OR WWW.NEWPATHONLINE.COM (THE "WEBSITE").

IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE READ THIS AGREEMENT WITH YOUR PARENT(S) OR GUARDIAN(S) AND BE SURE THAT YOU UNDERSTAND ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN BEFORE PROCEEDING WITH ACCESS OR USE OF THE WEBSITE. FOR CLARIFICATION, "YOU" REFERS TO THE USER OR VIEWER OF THE WESITE.

NewPath Learning, LLC ("NewPath") maintains the Website as a service to our customers. For clarification, "us" or "we" or "our" refers to NewPath Learning, LLC, the owner of the Website. The Website is not directed to any jurisdiction where use of the Website is prohibited. By accessing or using the Website, you are agreeing to comply with and to be bound by the following terms of use and conditions. Please carefully review the following terms of use and conditions, and check them periodically for changes. If you do not agree to the terms of use and conditions, you should not access or use the Website for any purpose.

Acceptance of Agreement

By accessing and using the Website you indicate your acknowledgement and acceptance of this Agreement. This Agreement constitutes the entire and only agreement between NewPath and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Website, the content, products or services provided by or through the Website, and the subject matter of this Agreement. This Agreement may be amended by NewPath at any time and from time to time without specific notice to you. The latest Agreement will be posted on the Website, and you should review this Agreement prior to accessing or using the Website. You agree to be bound by any changes NewPath may reasonably make to this Agreement when such changes become effective. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
Copyright and Intellectual Property

Except for any user submissions and third-party links, the material on the Website, including without limitation, the software, scripts, icons, text, graphics, interactive features, photos, organization, design, look and feel, page headers, buttons, compilation, magnetic translation, digital conversion ("Content") and trademarks, service marks, product names and logos ("Marks") and other matter contained therein are owned by NewPath and are protected under applicable intellectual property rights under United States federal law, state law, and international laws and conventions. The copying, redistribution, use or publication by you of any such Content or Marks or any part of the Website, except as explicitly allowed under this Agreement, is strictly prohibited. You do not acquire ownership rights to any Content, Marks, documents or other materials viewed or otherwise accessed through the Website. The posting of information or materials on the Website does not constitute a waiver of any right in such information or materials.
Third Party Links

The Website only links to publicly accessible videos on third-party video hosting sites such as YouTube, and others with the source website's embeddable video player. NewPath does not store any video data or files on the Website. All copyright and ownership of such videos belong to the respective owner or author as specified on the third-party video hosting sites.

The Website may also contain additional links or references to third party websites, media and information. All links on the Website are provided for your convenience only. You acknowledge that when you leave the Website and access a linked website, you do so at your own risk. NewPath is not responsible for the content, accuracy or opinions express in linked web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by NewPath. Inclusion of any linked website on our Website does not imply approval, authorization, sponsorship, affiliation with, or endorsement of the linked website by NewPath.

Use of such third party websites and their services is subject to the terms and conditions of use and the privacy policies of such websites and their owners.
License and Use Restrictions

The viewing, printing or downloading of any content, graphic, form or document from the Website grants you only a limited, nonexclusive, non-assignable, non-transferable and revocable license for use solely by you for your own school, home and personal use and not for commercial use, republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any Content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution) without NewPath’s prior written authorization. Additionally, you agree to (i) not alter or modify any part of the Content; (ii) not disassemble, decompile, reverse engineer the Content; (iii) not frame or utilize framing techniques or caches to enclose the Content in any way; and (iv) otherwise comply with the terms and conditions of this Agreement. Provisions in this Section 4 shall survive the termination of this Agreement and extend past the termination of your right to access or use the Website.
Editing, Deleting and Modification

NewPath reserves the right in its sole discretion to make changes, edit or delete any documents, information, User Submissions (as defined below) or any other Content appearing on the Website, including this Agreement, without further notice to you or other users of the Website. NewPath in its sole discretion may also discontinue any and all of the services it provides under this agreement.
Termination

You agree that NewPath, in its sole discretion, may terminate your password, username, account (or any part thereof) or use of any and all NewPath's services, and remove and discard any Content, for any reason, including, without limitation, for lack of use or if NewPath believes that you have violated or acted inconsistently with the terms of this Agreement. NewPath may also in its sole discretion and at any time discontinue providing NewPath's services, or any part thereof, with or without notice. You agree that any termination of your access to NewPath's services under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that NewPath may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or NewPath's services or the Website. Further, you agree that NewPath shall not be liable to you or any third party for any termination of your access to NewPath's services or the Website or for removing and discarding any Content.
User Submissions

Certain sections of the Website may permit you to author, create, edit, email, link, share upload and/or submit feedback, content, data, files, text, videos, images, third-party links, messages, or other materials (each a "User Submission"). By submitting a User Submission, you grant to NewPath an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, license to (a) use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed and (b) use (and permit others to use) your User Submission in any manner and for any purpose, including, without limitation, commercial purposes, that NewPath deems appropriate in its sole discretion ,including, without limitation, to incorporate your User Submission or any modification thereto, in whole or in part, into any technology, product, or service. NewPath reserves the right to display advertisements in connection with User Submissions and to use User Submissions for advertising and promotional purposes. You agree that you are solely responsible for all of your User Submissions. NewPath is not required to host, display, or distribute any User Submissions on or through the Website and may remove at any time or refuse any User Submission for any reason. NewPath is not responsible for any loss, theft, or damage of any kind to any User Submission. You understand and agree that any User Submission will be considered non-confidential and non-proprietary. NewPath does not guarantee that you will have any recourse through NewPath or any third party to edit or delete any User Submission you have submitted.

By submitting any User Submission, you represent and warrant that:
1. you are at least 18 years old;
2. you own all rights, including copyrights, in your User Submission (including, without limitation, all rights to the audio, video, text, graphics, animations, text, file or any other materials contained in your User Submission) or, alternatively, you have acquired all necessary rights in your User Submission to enable you to grant to NewPath the rights in your User Submission described herein;
3. your User Submission does not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
4. your User Submission does not violate any Law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
5. your User Submission does not contain any information that you consider confidential, proprietary, or personal, and may not reasonably be considered to be defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, corporation or other entity, vulgar, pornographic, obscene, or invasive of another's privacy.
Indemnification

You agree to indemnify, defend and hold NewPath, its affiliates and licensees, and any of their respective directors, officers, employees, agents or other representatives or assigns, (collectively, the "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorneys’ fees (including all legal fees and costs arising from or relating to any breach by you of any provisions of this Agreement, any violation by you of applicable law, and the access or use or alleged access or use of the Website by you or anyone within your control), related to any violation by you of this Agreement or your access or use of the Website. You are responsible for maintaining the confidentiality of your username(s), password(s), and your account(s), as well as all activities that occur under your account(s). Additionally, you are prohibited against testing the vulnerability of the Website or network to breach access; prohibited to violate the security of the Website by accessing data not intended for the user/member; prohibited from interfering with any service to another user/member such as by submitting a virus or spam. You are also hereby advised that email transmissions are not always encrypted. NewPath reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with NewPath’s defense of such claim. NewPath may deduct its costs of obtaining any recovery from the amount of the recovery (including, without limitation, reasonable attorneys' fees and all other costs). The provisions of this Section 8 shall survive the termination of this Agreement and your right to use the Website.
Disclaimer of Warranties

THE WEBSITE, ITS CONTENT, SOFTWARE, PRODUCTS, SERVICES, STRUCTURE, OR INFORMATION OFFERED OR CONTAINED THEREIN ARE PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US. THE WEBSITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
Limitation of Liability

All responsibility or liability for any damages caused by viruses contained within any electronic file is disclaimed. NewPath WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE THE WEBSITE. NewPath’s maximum liability to you under all circumstances will be equal to the purchase price you pay for any goods, services or information.

IN NO EVENT SHALL NEWPATH OR ITS AFFILIATED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR AGGRAVATED DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND THIRD PARTY CLAIMS) OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH: THE WEBSITE; ANY MATERIALS, INFORMATION, QUALIFICATION AND RECOMMENDATIONS APPEARING ON THE WEBSITE; ANY SOFTWARE, CONTENT, TOOLS, TIPS, PRODUCTS, OR SERVICES OFFERED THROUGH, CONTAINED IN OR ADVERTISED ON THE WEBSITE; ANY LINK PROVIDED ON THE WEBSITE; AND YOUR ACCOUNT AND PASSWORD, WHETHER OR NOT NEWPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. THE PROVISIONS OF THIS SECTION 10 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE TERMINATION OF YOUR RIGHT TO USE THE WEBSITE. YOU ACKNOWLEDGE THAT YOU WILL BE FULLY LIABLE FOR ALL DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE WEBSITE.
Use of Information

We reserve the right, and you authorize us, to the use and assignment of all information regarding Website uses by you and all information provided by you in any manner consistent with our Privacy Policy, which is discussed below.
Privacy Policy

Our Privacy Policy, as it may change from time to time, is hereby incorporated and is a part of this Agreement.
Payments

You represent and warrant that if you are purchasing something from us or from our Merchants that (i) any credit card or purchase order information you supply is true, correct and complete, (ii) charges incurred by you will be honored by your credit card company and any purchase orders will be honored by you and/or your institution that you represent and (iii) you will pay the charges incurred by you at the posted prices, including any shipping fees and applicable taxes.
Return Policy

Due to the nature of the Website, and the products listed, NewPath has a strict 7 day RETURN policy for any product and/or service that does not meet your approval.
Dispute Resolution

YOU AGREE THAT all actions or proceedings, claims, disputes or controversies (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to: (a) this Agreement; (b) the Website; (c) any advertisement or promotion relating to this Agreement or the Website; or (d) transactions effectuated through the Website, or (e) the relationship which results from this Agreement (including relationships with third parties who are not party to this Agreement) (collectively "Claims"), will be referred to and determined by binding arbitration in Rochester, NY governed by the State of New York. Because this method of dispute resolution is personal, individual and provides the exclusive method for resolving such disputes, you further agree, to the extent permitted by applicable laws, to waive any right you may have to commence or participate in any class action or class-wide arbitration against NewPath or Affiliated Parties related to any Claim. The provisions in this Section 15 shall survive the termination of this Agreement and the termination of your right to use the Website.
Lapsed Accounts

In order to keep the NewPath membership roster current, if any user of the Website (Member) does not access his or her account for a period of 365 days or more, NewPath may, in its sole discretion, terminate such Member's account. NewPath will endeavor to notify a Member of NewPath’s intent to terminate such Member's account by notice to such Member's provided email address at least 30 days prior to deactivation. If the Member fails to respond to such email notice with 15 days after the day it is sent by NewPath, such Member's account will be terminated as noted above. Therefore, NewPath strongly recommends that all Members keep their accounts and contact data current and in use. While NewPath desires to prevent active accounts from being terminated prematurely, NewPath has no obligation to maintain accounts that appear to NewPath to have been abandoned. Each Member agrees that failure to access his or her account for 365 days or more conclusively indicates that such Member's account has been abandoned and that the account may therefore be terminated. Members are prohibited from impersonating another and are required and agree to provide true and complete information as requested.
Fraud

By becoming a Member, you confirm that the information provided in this form is true and that you agree to abide by this Agreement regarding the use of the Website. Please note that your membership can be cancelled without notice if it is determined that false or misleading information has been provided, this Agreement has been violated, or other abuses have occurred as determined by NewPath in its sole discretion. If membership has been revoked, NewPath reserves the right to refuse application or readmission to the membership program.
Nontransferable

Your right to use the Website is not transferable. Any password, subscription code or right given to you to obtain information or documents from the Website is not transferable and may only be used by you.
Verify Members' Address

NewPath reserves the right to contact a Member via email or other means to verify the accuracy of account information (including the Member's correct name and address) that is needed to provide the Member with any information he or she requested from NewPath.
Copyright Complaints / Compliance with Digital Millennium Copyright Act

NewPath respects the intellectual property of others. If you believe that any material on the Website has been used or displayed in a way that constitutes copyright infringement, please notify NewPath in writing. Email your claim to customerservice@newpathlearning.com with the following details:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- A description of the copyrighted work or other intellectual property that you claim has been infringed;
- A description of where the material that you claim is infringing can be found on the Website (please include specific URLs);
- Your address, telephone number, and email address;
- A statement that you believe that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you at the bottom of your notification exactly as follows: "I hereby declare, under penalty of perjury, that the above information is accurate and that I am the copyright or intellectual property owner or authorized to act on behalf of the copyright or intellectual property owner."
- Please allow up to 10 days for an email response. Also note that you will be liable for damages if you misrepresent that the claimed material is infringing your copyright.

NewPath's Copyright Department can be reached at:

           NewPath Learning, LLC

           Attention: NewPath Copyright Department

           760C Canning Pkwy
           Victor, NY 14564
           Phone: (800) 507-0966
           Fax: (800) 507-0967
           Email: customerservice@newpathlearning.com

VIOLATIONS
Report any violations of the Agreement and/or any comments to customerservice@newpathlearning.com