Terms and Conditions of Use

PLEASE READ THE FOLLOWING TERMS OF USE AND DISCLAIMERS CAREFULLY BEFORE USING THIS WEBSITE.

Array Education, Inc. (the "Company," "we" or "our"), as a convenience to you grants you access to its website, accessible via www.tlaconline.com (the "Site"), including when accessed through any link that connects to the Site, conditioned on your acceptance of the terms, conditions and notices contained herein (these "Terms of Use"). For the purposes of these Terms of Use, (a) "you" and "user" means the individual who is accessing the Site through a particular username and password; and (b) "Content" means, collectively, any content, including, without limitation, any text, software, source code, applications, specifications, images, audio files, articles, and other information or content made available through the Site.

You are also subject to the Company’s Privacy Policy available here, which is incorporated herein ("Privacy Policy"). You agree that the Company may modify these Terms of Use and the Privacy Policy from time to time, with or without notice to you. When you access, use or browse the Site, you accept, without limitation or qualification, these Terms of Use as if you had signed them. You are responsible for regularly reviewing these Terms of Use.

These Terms of Use are effective as of August 6, 2018.

ACCEPTANCE OF TERMS

Please read these Terms of Use and the Company’s Privacy Policy carefully. By accessing or using the Site, you agree to these Terms of Use, and you consent to the collection and use of information as described in our Privacy Policy. If you do not agree to these Terms of Use and the terms and conditions of our Privacy Policy, you must exit the Site immediately. These Terms of Use and the Privacy Policy are applicable to all users of the Site.

LICENSE GRANT

The Company hereby grants you a limited, non-transferable, non-exclusive license to access and use the Site. No license is granted to any third party and you have no right to make available to anyone access to the Site or the Content who is not a student or educator.

RESTRICTIONS ON USE OF SITE

Unless otherwise specified, the Site is for your personal, educational and noncommercial use. You may not (a) modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works of, transfer, or sell any Content; (b) other than for your use of the Site as expressly permitted in these Terms of Use, access or attempt to access any systems or servers on which the Site is hosted or modify or alter the Site in any way; (c) forge headers, create a false identity or otherwise manipulate identifiers in order to deceive others or disguise the origin of any Content transmitted to or via the Site; (d) directly or indirectly distribute, resell, rent, lease, subcontract, operate or otherwise grant access to, or use for the benefit of any third party (whether or not in a timesharing or service bureau environment), the Site; (e) decompile, disassemble, reverse engineer or translate the Site; (f) attempt to interfere with or disrupt the Site; or (g) disclose any passwords or other security or authentication device with respect to the Site to any person other than the person to whom it was issued. You are solely responsible for all activity and use of the Site that occurs under your account or password.

You may display and, subject to any expressly stated restrictions or limitations relating to specific material, electronically copy, download and print hard copy portions of your material from the Site solely for your own noncommercial use. Any other use of materials on this Site, including, but not limited to, the modification, reproduction, distribution, republication, display or transmission of the Content of this Site, without prior written permission of the Company is strictly prohibited.

If you allow a competing software company access to the Site, you will be legally responsible for the damage caused by the release of proprietary information from the Site.

Harassment in any manner or form on the Site, including via email and posting of messages containing obscene or abusive language is strictly forbidden. Impersonation of others, including a Company employee, host, or representative or other members or visitors on the Site is prohibited. You may not upload to, distribute, or otherwise publish through the Site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or which may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law. You may not upload commercial content on the Site or use the Site to solicit others to join or become members of any other commercial online service or other organization.

REPRESENTATIONS, WARRANTIES AND COVENANTS

You represent, warrant and covenant to the Company that:

You have full power, capacity and authority to enter into these Terms of Use including the Privacy Policy.
You will access and use the Site solely for legitimate purposes and in compliance with all applicable federal, state and local laws, rules and regulations ("Applicable Law").
You will not transmit or upload to the Site any viruses, worms, trojan horses, spyware, back door or other malicious code.
You will not permit any third party to access the Site or otherwise disclose any Content to any third party.

COPYRIGHTS

The Content and the Site, including the selection and arrangements thereof, are copyrighted as a collective work under the United States and other copyright laws and are the sole property of the Company and/or its licensors and are protected by patent, copyright and other intellectual property laws and may not be used except in accordance with these Terms of Use or with the Company’s express written consent. Other than as necessary for your use of the Site in accordance with these Terms of Use, the Company grants no other privileges or rights in the Content to you, and you must keep intact all patent, copyright and other proprietary notices on the Content. Any Content owned by the Company’s licensors may be subject to additional restrictions.

TRADEMARKS

All trademarks, service marks, trade names and trade dress, whether registered or unregistered (collectively the "Marks") that appear on the Site are proprietary to the Company or other respective owners that have granted the Company the right and license to use such Marks. You may not display or reproduce the Marks other than with the prior written consent of the Company, and you may not remove or otherwise modify any trademark notices from any Content.

NOTICES AND PROCEDURES FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the website’s designated agent. ALL INQUIRIES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. The Company respects the intellectual property of others, and we ask our users and visitors to do the same. The Company will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, the Company will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Company with the following information. Please be advised that to be effective, the notification must include ALL of the following:

a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
a description of the copyrighted work that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Site;
your address, telephone number, and email address and all other information reasonably sufficient to permit the Company to contact you;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices of claimed copyright infringement should be directed to:
By mail:
Director of TLAC Online
Array Education
25 Broadway, 3rd Floor
New York, NY 10004

IMPORTANT NOTE: THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING THE COMPANY THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS PRODUCT OR SERVICE RELATED QUESTIONS AND REQUESTS, OR QUESTIONS ON PRIVACY, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

TERM; TERMINATION

These Terms of Use are applicable to you upon your accessing the Site.

Subscriptions to TLAC Online are not refundable after purchase, except in the instance of erroneous duplicate purchases. If you believe that has occurred, please contact us here.

These Terms of Use may be modified, altered, updated or terminated by the Company without notice at any time for any reason. Your continued use of the Site after such modifications, alterations or updates, as the case may be, signifies your agreement to be bound by such modifications, alterations or updates. The provisions relating to Copyrights, Trademarks, Disclaimer, Claims, Limitation of Liability, Indemnification, Applicable Laws, and General shall survive any termination.

USER PARTICIPATION

The Company does not and cannot review all data entered by users accessing the Site and is not in any manner responsible for the content of this data.

DISCLAIMER

THE SITE AND THE CONTENT ARE PROVIDED ON AN "AS-IS", "WHERE-IS" AND "AS-AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE COMPANY HEREBY DISCLAIMS ON BEHALF OF ITSELF, ITS EMPLOYEES, OFFICERS, DIRECTORS, THIRD PARTY SUPPLIERS AND AGENTS (COLLECTIVELY, "COMPANY PARTIES") ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. NEITHER THE COMPANY NOR ANY OF THE COMPANY PARTIES REPRESENT OR WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THE SITE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; NOR DOES THE COMPANY OR ANY OF THE COMPANY PARTIES MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF THE SITE OR THE CONTENT.

THE SITE IS MADE AVAILABLE VIA THE INTERNET AND YOU ACKNOWLEDGE AND AGREE THAT NEITHER THE COMPANY NOR ANY OF THE COMPANY PARTIES OPERATE OR CONTROL THE INTERNET. AS SUCH, THE SITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NEITHER THE COMPANY NOR ANY COMPANY PARTIES ARE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. AS A CONDITION OF YOUR USE OF THE SITE, YOU REPRESENT, WARRANT AND COVENANT TO THE COMPANY THAT YOU WILL NOT USE THE SITE OR THE CONTENT FOR ANY PURPOSE THAT VIOLATES ANY APPLICABLE LAW OR IS PROHIBITED BY THESE TERMS OF USE.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Company and each of the Company Parties from and against any and all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising from: (a) your use or modification or alteration of the Site or the Content; (b) your Communications; (c) any virus, worms, spyware, back door, trojan horse or other malicious code transmitted to the Site by you; (d) any violation of any Applicable Law by you; and (e) any breach of these Terms of Use by you. Company shall have the right to be represented by, and have counsel appear, at its own expense, with respect to any such claim. You, may not, without the prior written consent of the Company (which such consent shall not be unreasonably withheld) settle a claim, if such a settlement: (A) includes any payment of monetary damages by the Company or injunctive relief binding on the Company; (B) includes an admission of liability by Company, or (C) does not include a release of the Company from all further liability with respect to such claim.

LIMITATION OF LIABILITY

IN NO EVENT SHALL THE COMPANY OR ANY COMPANY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL DAMAGES OR ANY DAMAGES WHATSOEVER WHETHER ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER IN TORT OR CONTRACT, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, INCLUDING WITHOUT LIMITATION, DAMAGES FROM INTERRUPTION OF BUSINESS, LOSS OF INCOME OR OPPORTUNITIES, LOSS OF USE OF THE SITE, LOSS OF DATA, COST OF RECREATING DATA OR COST OF CAPITAL. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY HARM UNDER THESE TERMS OF USE SHALL BE TO CEASE USING THE SITE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

APPLICABLE LAWS

Your use of this Site shall be governed in all respects by the laws of the State of New York without regard to choice of law provisions. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this Site shall be exclusively in the state or federal courts located in the State of New York. Any cause of action or claim you may have with respect to the Site must be commenced within one (1) year after the claim or cause of action arises. The Company’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms of Use. The Company may assign its rights and duties under this Agreement to any party at any time without notice to you.

The Company makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from locations outside the State of New York do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the materials in violation of U.S. export laws and regulations.

U.S. GOVERNMENT END USERS

The Site, and the Content are "commercial items" as that term is defined in 48 C.F.R. §2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, all U.S. Government End Users access the Site and the Content with only those rights set forth in these Terms of Use.

GENERAL

The Company reserves the right to audit your usage of the Site to confirm your compliance with these Terms of Use and the Privacy Policy. The Company may revise these Terms of Use at any time by updating this posting. You should visit this page from time to time to review the then-current Terms of Use because they are binding on you. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages at this Site, or if you are accessing the Site through a license agreement, by the terms specified in that agreement. If any provision of these Terms of Use is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect the effectiveness or validity of any provision in any other jurisdiction, and these Terms of Use will be reformed, construed and enforced in such jurisdiction as if such provision had never been contained herein. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms of Use, our Privacy Policy or any use of the Site. These Terms of Use and the license granted herein, which are personal to you, may not be sold, assigned, sublicensed or otherwise transferred without the prior written consent of the Company. The Company’s performance of these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use, or our Privacy Policy is in derogation of the Company’s right to comply with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by the Company with respect to such use. These Terms of Use, and our Privacy Policy constitute the entire agreement between you and the Company with respect to the Site, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Company with respect to the Site. We may provide notice to you hereunder by posting announcements to the Site.

QUESTIONS OR COMMENTS

Any questions or comments should be directed to the address below:
Director of TLAC Online
Array Education
25 Broadway, 3rd Floor
New York, NY 10004
Email: [email protected]