Terms and conditions By using this WITsi
® Materials Website (the “Site”), you will be authorized, subject to the restrictions listed below, to download and use electronic versions of the materials you were provided when you attended either the “WIT 101” or “WIT 102” workshop (each a “Workshop”). These Workshops are part of a series of “Writing Is Thinking” workshops conducted by Strategic Inquiry Consulting, LLC (“SI”).
You hereby agree to follow and be bound by these terms of use (the “Terms of Use”) and agree to comply with all applicable laws and regulations, including United States export and re-export control laws and regulations. In these Terms of Use, the words “you” and “your” refer to each user or Site visitor; “we”, “us” and “our” refer to SI. Other relevant definitions include “Designated Employee”, meaning a certified teacher who: (a) is an employee of a member school of the NYC Charter Schools ELL Consortium (the “Consortium”), (b) has successfully completed a Workshop on or before August 31, 2019, and (c) has been approved by both your principal and us.
It is your responsibility to review these Terms of Use periodically. If at any time you find these Terms of Use unacceptable or if you do not agree to these Terms of Use, please do not use the Site or any of the materials found on the Site. We may revise these Terms of Use at any time without notice to you. If you have any questions about these Terms of Use, please contact us.
YOU AGREE THAT BY USING THE SITE, YOU ARE AT LEAST 18 YEARS OF AGE AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO A BINDING CONTRACT.
We are providing this password-protected website only to approved Designated Employees employed by charter schools within the Consortium. The Site will allow authorized users to download .pdf or .doc copies of certain Workshop materials for classroom use only and only within the individual school that employs such user.
- Privacy Policy. When you open an account to use or access the Site, you must provide complete and accurate information as requested on the registration form. You will be asked to enter a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use a third party’s account, user name or password at any time. You may not provide your username or password to any other person. You agree to notify SI immediately of any unauthorized use of your account, user name or password. SI shall not be liable for any losses you incur as a result of someone else’s use of your account or password, either with or without your knowledge. You may be held liable for any losses incurred by SI, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else’s use of your account or password. In connection with the use of certain information or services offered on the Site, you may be asked to provide personal information in a questionnaire, application, form or similar document or service. This information will be protected pursuant to our Privacy Policy. In addition, you grant SI a worldwide, royalty-free, nonexclusive, and fully sublicensable license to use, distribute, reproduce, modify, publish and translate this personal information solely for the purpose of enabling your use of the applicable service.
- Ownership. This Site is owned and operated by SI. All right, title and interest in and to the materials provided on this Site, including but not limited to information, documents, logos, graphics, sounds and images (the “Materials”) are owned either by SI or by our respective third-party authors, developers or vendors (“Third Party Providers”). Except as otherwise expressly provided by SI in a certain Copyright and Trademark Licensing Agreement (the “License”), incorporated herein by reference, by which all Designated Employees are bound, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted, distributed or used to create derivative works in any way not contemplated by these Terms of Use. Nothing on this Site shall be construed to confer any license under any of SI’s intellectual property rights, whether by estoppel, implication or otherwise. Any rights not expressly granted herein are reserved by SI.
- Limited Permission to Download. SI hereby grants you permission to download, view, copy and print the Materials solely for your personal use in your role as a Designated Employee. Your right to download Materials is limited to only those Materials you used in the Workshop you attended. On a limited basis, and only while you are performing your role as a Designated Employee within your education institution, you may share hard copies of the Materials you downloaded with colleagues and students. The foregoing notwithstanding, colleagues and students must only use the Materials at the educational institution. You may not share the Materials in any format other than hard copies, including but not limited to digital downloads on any electronic device or by access to the Site. This permission terminates automatically without notice if you breach any of the terms or conditions of these Terms of Use or of the License. Upon any such termination, you agree to destroy immediately any downloaded or printed Materials. Any unauthorized use of any Materials contained on this Site may violate copyright laws, trademark laws, laws of privacy and publicity and communications regulations and statutes.
- Links to Third Party Sites. This Site may contain links to articles and materials on other websites controlled by parties other than SI (each a “Third Party Site”). SI is not responsible for and does not endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party Site, any website accessed from a Third Party Site or any changes or updates to such sites. SI makes no guarantees about the content or quality of the products or services provided by such sites. SI is not responsible for webcasting or any other form of transmission received from any Third Party Site. The inclusion of any link does not imply endorsement by SI of the Third Party Site, nor does it imply that SI sponsors, is affiliated or associated with, guarantees, or is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. You acknowledge that you bear all risks associated with access to and use of content provided on a Third Party Site and agree that SI is not responsible for any loss or damage of any sort you may incur from dealing with a third party. You should contact the site administrator for the applicable Third Party Site if you have any concerns regarding such links or the content located on any such Third Party Site.
- License to Use. SI grants you a limited, personal, non-exclusive and non-transferable license to use the Materials according to the terms set forth in the License. Except as set forth in the License, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials in any manner. You shall not remove any copyright or trademark notice from any Materials.
- Resale of Materials Prohibited. You agree that the Materials may not be sold, offered for sale, copied or redistributed in any manner without the express written consent of SI.
- NO WARRANTY. THE “SITE” AND ALL “MATERIALS”, DOCUMENTS OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE “SITE” ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, “SI” EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. “SI” MAKES NO WARRANTY THAT: (A) THE “SITE” OR THE “MATERIALS” WILL MEET YOUR REQUIREMENTS OR (B) THE “SITE” OR THE “MATERIALS” WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS. OBTAINING ANY “MATERIALS” THROUGH THE USE OF THE “SITE” IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. “SI” SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE.
- LIMITATION OF LIABILITY AND INDEMNIFICATION. EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD “SI” AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF “SI” HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF “SI” IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- Compliance with Intellectual Property Laws. When accessing the Site, you agree to obey the law and you agree to respect the intellectual property rights of others. Your use of the Site is at all times governed by and subject to laws regarding copyright, trademark and other intellectual property ownership. You agree not to upload, download, display, perform, transmit or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property.
- Children. Minors are not eligible to use the Site.
- Governing Law; Venue. These Terms of Use shall be governed by, and construed in accordance with, the laws of the State of New York and the applicable federal laws of the United States, without regard to conflicts of law principles. All disputes shall be litigated in state or federal court in Westchester County, NY. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
- Non-Compete and Non-Use. By accessing the Site and making use of the Materials, you agree that all such access and use are in furtherance of your position as a Designated Employee. If, for any reason, you cease to be a Designated Employee, whether because SI revokes your privileges or you are no longer an employee of a Consortium school, you agree that for a period of time coextensive with the term of the License and any extension thereof, plus an additional three (3) years, you will neither make an offer nor accept a solicitation to provide services to any school, school district or educational facility, where such services would include teaching or coaching students or other educators in methods, concepts and principles that could reasonably be considered sufficiently similar to the WITsi® training methodology as taught in the Workshops so as to put you into a competitive relationship with SI. You may not use any Materials, even if you participated in creating them in whole or in part, except in furtherance of you position as a Designated Employee. You agree that the non-compete and non-use restrictions set forth in this paragraph are reasonable and that we would not allow you access to the Site if you did not agree to them.
- Added Materials. If, as a Designated Employee, you make any suggestion to SI involving its Materials in a good-faith attempt to improve said Materials, and if SI adopts your suggestion and incorporates it into the Materials (“Added Materials”), you agree that such Added Material is a “Derivative Work” and was created as a “work made for hire” as those terms are defined by the U.S. Copyright Act, 17 U.S.C. § 101(as may be amended from time to time) and, by virtue of the License, is owned solely by SI. If for any reason such is not deemed to be a work made for hire, you hereby assign to SI all intellectual property rights that you might be deemed to have in any such Derivative Work. If for any reason such assignment is deemed invalid by force of law or administrative ruling, you hereby grant SI a permanent, exclusive, worldwide, irrevocable license to use and exploit all Derivative Works in any manner and in all media now known or hereafter developed.
- Right to Refuse. You acknowledge that SI reserves the right to refuse service to anyone and to cancel user access at any time.
- Acknowledgement. BY ACCESSING THE SI SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.
