Digital Products Terms of Service
Last updated: April 15, 2023
Scope. These Digital Products Terms of Service (“Terms”) govern your relationship with the FUN HUB® or any other digital products (collectively, the “Services”) operated by Wilson Language Training Corporation (“WLT,” “we,” “us,” or “our”), if you have purchased access to the Services from us. For the avoidance of doubt, these Terms apply to any purchase of digital products (including FUN HUB) as a standalone product, and they also apply with respect to any bundled kit purchases which you have purchased that includes access to digital products or content as part of the bundle (a “Bundle”). If you have purchased professional-learning services from us, our Professional Learning Terms of Service will govern our provision of those professional services, and those terms are available here: https://www.wilsonlanguage.com/professional-learning-terms-of-service/.
Terms of Service. Please read these Terms carefully before using the Services. Your right to access and use the Services is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Services. By accessing or using the Services you agree, on behalf of yourself and your organization, to be bound by these Terms, except as otherwise expressly agreed upon by the parties in an Agreement. If you and WLT have both signed an agreement for the Services (“Agreement”), then in the event of a direct conflict between these Terms and the Agreement, the Agreement will prevail. Otherwise, if you do not agree to these Terms, in whole or in part, please do not use the Service.
Organizations. We offer the Services to our customers who are individual educators, as well as to organizational clients. As used in these Terms, “you” refers to the authorized individual accessing the Services. In instances where you are purchasing the Services on behalf of a school, district, local education agency, state agency, or other entity (each, an “organization”), “you” refers to such organization and its authorized users. If you are an organization, you are responsible for ensuring all users comply with these Terms.
Subscription and Payment
Billing. You will be billed in advance at the time you place your order. A valid payment method, which could include a credit card, is required to process the payment for your Subscription. You will provide us with accurate and complete billing information and valid payment information. By submitting such payment information, you automatically authorize us to charge all Subscription fees incurred through your account to any such payment instrument.
Cancellation. All payments are nonrefundable and noncancellable. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for service periods unused with an open account. Substitution of a subscribed user during the Subscription Term will be allowed only through and in accordance with a process as determined by WLT.
Taxes. Fees are exclusive of all taxes, levies, or duties imposed by tax authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay for any such taxes that might apply to your use of the Services and payments made by you.
Price Changes. Prices of the Services, including but not limited to the annual Subscription fees to the Services, are subject to change at WLT’s sole discretion. Any Subscription fee change will become effective at the end of the then-current Subscription Term. Your continued use of the Services after the Subscription fee change is in effect, constitutes your agreement to pay the modified Subscription fee amount.
Specific Subscription and Payment Terms for FUN HUB.
The two paragraphs below apply to customers who have licensed FUN HUB or purchased a bundle that includes FUN HUB:
Subscription. Access to the Services is billed on a subscription basis (the “Subscription”) for a one-year period that spans from July 1st until June 30th of the following year, as the same may be renewed or extended from time to time for successive one-year terms (such period of time is the “Subscription Term”). If you received no-cost access to FUN HUB for the 2022-2023 school year or if you purchased a Bundle for the 2022-2023 school year, your access to Fun Hub will expire on June 30th, 2023, and a paid Subscription will be required to maintain your access.
Renewal. At the end of any then-current Subscription Term, your Subscription will automatically renew for successive one (1) year Subscription Terms unless either party provides not less than ninety (90) days’ prior written notice to the other party of its desire not to automatically renew the Subscription. You can easily opt out of your renewal by sending an email to email@example.com.
Content and Intellectual Property of WLT
Grant of License. Subject to your compliance with these Terms (and, as applicable, the Agreement), WLT hereby grants you the following non-exclusive, limited, non-sublicensable, non-commercial right to use, during the Subscription Term, the Services for your personal educational use only, for the quantity of users identified in the price quote, the order confirmation from your order placed in the online store, invoice, and/or Agreement, as applicable.
Proprietary Rights. Digital Products, including FUN HUB, and all related resources and content, including videos, manuals, worksheets, guidance, and activities (collectively, “Materials”) on or within the Digital Products, is proprietary content of WLT. The Services and all Materials, including but not limited to text, images, videos, graphics, or code, are the property of WLT and are protected by copyright, trademarks, and other intellectual property rights. All rights not specifically granted in these Terms are fully reserved by WLT. The Materials are to be used exclusively by you and your students, and you agree not to distribute the Materials to other teachers or third parties, modify or create derivative works, or sell the Materials at any time. You agree to not distribute or make available to students any teacher’s guide materials. For FUN HUB and related Materials, you further agree not to share your credentials with other persons, use such Digital Products or Materials for commercial purposes, or use the Digital Products or Materials to train others. These Terms do not grant you a license to use any trademark of WLT or its affiliates. You further agree not to change or delete any proprietary notices from the Downloadable Materials.
Downloadable Materials. Some of the Materials are made available by WLT for download (the “Downloadable Materials”). Subject to your compliance with these Terms, WLT grants you permission, during the Subscription Term, to use the Downloadable Materials and share them with your students and their home support teams through a password-protected learning-management platform (such as Google Classroom) or alternative secure method. This permission does not include the right to otherwise post the Downloadable Materials online or to distribute them through social media platforms.
Data Security & Privacy
Data Security. We deploy security precautions that are intended to help maintain the confidentiality, integrity, and availability of your data stored by us, including use of firewalls, encryption, authentication technologies, and background screening of employees who will have access to your data. However, the internet is not perfectly secure, and we are not responsible for security incidents that are not reasonably foreseeable or reasonably within our control.
Privacy. Your use of the Services must comply with all local, state, and federal privacy laws, including but not limited to the Family Educational Rights and Privacy Act (FERPA). If your use is subject to FERPA, by accessing the Services, you thereby appoint us as a “school official” as that term is used in FERPA, and you have determined that we have a “legitimate educational interest” for the purpose of carrying out our responsibilities under these Terms. You represent and warrant that you have the right to provide WLT with any student data you provide (the “Customer Data”). You hold all right, title, and interest in and to such Customer Data. You hereby grant WLT a royalty-free license to the Customer Data during the Subscription Term for the purpose of providing you with the Services and supporting that access. In addition, you grant WLT a royalty-free, perpetual license to use your Customer Data in a de-identified format for product development and research purposes, consistent with FERPA. WLT will not attempt to re-identify such de-identified data and will ensure that any third party that receives access to the de-identified data agrees to not attempt to re-identify it. WLT shall be bound by the relevant provisions of FERPA, including that it will remain under the “direct control” of Customer with respect to its use and maintenance of “education records” as that term is defined in FERPA.
In connection with your use of the Services, you have the following responsibilities:
- A device enabled to access the Internet is required to utilize the Services. You are solely responsible for ensuring that your device is sufficient and compatible for use with the Services.
- You may not use the Services for any illegal or unauthorized purpose. You agree to refrain from transmitting or uploading content that infringes on any person’s intellectual property rights or any third-party rights. You must not, in your use of the Services, violate any laws in your jurisdiction, including but not limited to export-control, privacy, and copyright laws.
- The Services are exclusively reserved for professional use and are not available for use by minors under the age of 18.
- You agree to promptly provide valid email address(es) for each licensed user, along with any other information required by the Services during the registration process.
- You must not share your credentials with others for the purpose of accessing the Services. You are responsible for maintaining the security of your account and password. WLT is not liable for any loss or damage resulting from your failure to comply with this security obligation. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. If you are an organization, you agree to take steps to ensure that your users do not share login credentials. Except as otherwise explicitly provided in the Terms, you will not, and will not permit or authorize third parties to: (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Services and/or Materials; (b) rent, lease, or sublicense the Services and/or Materials; (c) circumvent or disable any security or technological features or measures in the Services and/or Materials, nor; (d) perform benchmarking involving the Services without prior written consent of WLT.
When you create an account with us, you must provide information that is accurate, complete, and current at all times. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise determined by Wilson to be offensive or misleading. We reserve the right to change, reclaim, or transfer usernames that do not comply with these Terms.
Links to Other Websites
The Services may contain or users may include links to other websites or resources. You acknowledge and agree that WLT is not responsible or liable for (i) the availability or accuracy of third-party sites or resources; or (ii) the content of such sites or resources. The inclusion of any link to a third-party site does not imply that WLT endorses the linked site. You use any such links and other websites at your own risk. We strongly advise you to read the terms and conditions and privacy policies of any websites or services that you visit, including the terms and conditions of other WLT websites.
If you wish to terminate your account, you may simply discontinue using the Services. We may terminate or suspend access to the Services immediately, without prior notice or liability, if you breach these Terms, including for failure to timely make payment when due. Upon termination by either party, your right to use the Services will immediately cease. All provisions of the Terms will survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
Limitation of Liability; Disclaimer of Warranties
WLT, and its directors, employees, partners, agents, suppliers, and affiliates, will not be liable for any loss or damage, indirect, incidental, special, consequential, or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed in its essential purpose. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WLT’S TOTAL LIABILITY CONNECTION WITH THE SERVICES EXCEED, IN THE AGGREGATE, THE FEES PAID WITH RESPECT TO SUCH SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY.
WLT MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND REGARDING THE SERVICES. ANY PURPORTEDLY APPLICABLE WARRANTIES, TERMS, AND CONDITIONS ARE EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY LAW. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.
WLT WILL NOT BE RESPONSIBLE FOR ANY PURPORTED BREACH OF THESE TERMS CAUSED BY CIRCUMSTANCES BEYOND ITS CONTROL. A PERSON WHO IS NOT A PARTY TO THESE TERMS WILL HAVE NO RIGHTS OF ENFORCEMENT.
As set out above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
Choice of Law
These Terms and any action related thereto shall be governed by the laws of the Commonwealth of Massachusetts and the United States, without regard to the conflicts of law provisions thereof. WLT and you submit to the exclusive jurisdiction and venue of the state and federal courts located in Massachusetts for the purpose of any such action. You may not assign, sublicense, or otherwise transfer any of your rights under these terms.
These Terms (and if applicable, the Agreement) constitute the entire agreement between WLT and you regarding the Services, and supersede and replace any prior agreements, oral or otherwise, regarding the Services. No terms, provisions, or conditions of any sales order, purchase order, acknowledgement, or other business form that either party may use in connection with the transactions contemplated by these Terms will have any effect on the rights or obligations of the parties or otherwise modify the Terms, regardless of any failure of a receiving party to object to these terms, provisions, or conditions. Notwithstanding the foregoing, when you register for a Wilson event, training, or conference, there are additional event-specific requirements and conditions that you must agree to for attending those events, which are not superseded or replaced by these Terms.
Use by Federal Government
The Services, Materials and related documentation have been developed entirely with private funds and constitute commercial off the shelf (“COTS”) items, as that term is defined in the relevant acquisition regulations for the U.S. Government. If acquired by or on behalf of the U.S. Government, the Services, Materials, and related documentation is acquired as commercial computer software and/or commercial computer software documentation and is fully subject to the Terms.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. When we make any changes, we will alert you by posting an updated version of these Terms on our website and updating the “Last Updated” date above. Changes will become effective when posted. By continuing to access or use the Services after any such revisions become effective, you agree to be bound by the revised terms. If you do not agree to the updated Terms, in whole or in part, please stop using the website and the Services.
If you have any questions about these Terms, please contact us at Legal@wilsonlanguage.com.