Last updated: May 25, 2023

1. 1. Acceptance of the Terms of Use

   The following terms and conditions (collectively, these “Terms of Use”) apply to your use of www.springpointschools.org(the “Website”), including any content, functionality and services offered on the Website. The Terms of Service also include the Springpoint Privacy Policy.

   Please read the Terms of Use carefully before you start using the website, because by using the Website you accept and agree to be bound and abide by these Terms of Use. Should you disagree with some of the provisions herein, you can either leave the Website or contact us at info@springpointschools.org.

2. 2. Changes to the Terms of Use and the Website

   We reserve the right to update the Website and these Terms of Use from time to time, at our discretion and without notice. Your continued use of the Website following the publishing of updated Terms of Use means that you accept and agree to the changes.

3. 3. Accessing the Website, Security and Privacy

   We can't guarantee that the Website will be up and running at all times. We reserve the right to suspend or restrict access to some features to users. In any case, we will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period, nor for any data loss.

   To access certain features of the Website you have to register by entering your email and choosing a password as part of our security procedures. You may use the Website without registration, but in order to take advantage of certain aspects, you may need to register for an account. Your account is for your sole use in the capacity of your employment by your school or district unless other uses have been expressly agreed to, in writing, by Springpoint, You, and your employer. You may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. All registration information about you must be truthful, and you may not use any aliases or other means to mask your true identity. You are responsible for the security of your password and will be solely liable for any use or unauthorized use under such password. Springpoint reserves the right to terminate your account if you do not adhere to our registration requirements as outlined above.

   It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. In the future, you may be asked to provide certain registration details or other information. As custom for internet websites, we reserve the right to disable any user account, at any time in our sole discretion for any or no reason, including, if in our opinion you have failed to comply with any provision of these Terms of Use.

   We do not guarantee that the Website or any content provided on the Website is error free.

4. 4. Conditions of Use - General Website

   THIS SECTION APPLIES TO ALL PORTIONS OF THE WEBSITE WHICH DO NOT REQUIRE AN ACCOUNT TO ACCESS.

   SPRINGPOINT provides content and Services through this Site that are the copyrighted and/or trademarked work of SPRINGPOINT, SPRINGPOINT third-party licensors and suppliers, or other users of the Site (collectively, the “Materials”). Materials may include logos, graphics, video, images, software and other content.

   SPRINGPOINT hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use this Site solely for your personal and non-commercial use. This license expressly does NOT pertain to Springpoint curricular materials, included but not limited to SPRINGPOINT’S Transformative Learning Experience™ Units, which are discussed below. Except for the foregoing license, you have no other rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or Materials in any manner.

   If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.

5. 5. Conditions of Use - Log-in Portions of the Website

   To utilize SPRINGPOINT Materials that require log-in or an account to access, You or your employer must have entered into a license agreement with SPRINGPOINT, and have a signed copy of the license agreement reproduced below on file.

   License Agreement (For Use of Transformative Learning Experience™ Units).

   This License Agreement (“Agreement”), dated as of ________, 2023, is entered into by and between Springpoint, a project partner of the National Center for Civic Innovation / Fund for the City of New York (together, “Springpoint”), a New York nonprofit organization, and _____________________________, a _________________ (“Recipient”).

   For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged:

   1. 1. Subject to the terms and conditions of this Agreement, Springpoint grants to the Recipient a limited, non-exclusive, non-transferable, revocable license to access and use Springpoint's Transformative Learning ExperienceTM Units and associated professional development and training materials described in Exhibit A (collectively, “Materials”) for non-commercial instructional use solely by the Recipient's teachers and coaches who are participating in Springpoint’s implementation support programming pilot and who have signed the role-specific version of Springpoint’s MOU, for the duration of the pilot from June 1, 2023 - January 30, 2024 (“Term”).
   2. 2. The Recipient is prohibited from otherwise using, distributing, copying or publishing the Materials, directly or indirectly selling the Materials, generating revenue from the Materials, creating derivative works from the Materials for commercial or non-commercial purposes, or otherwise making unauthorized use of the Materials.
   3. 3. Springpoint will retain ownership of all Materials and all goodwill arising out of any uses by the Recipient of the Materials will inure solely to the benefit of Springpoint. The Recipient will not contest Springpoint’s ownership of its Materials or aid or abet any third party in contesting those rights. The Recipient may not use the Materials for any activity other than as described above without the express prior written consent of Springpoint in each instance. The Recipient shall provide Springpoint reasonable assistance in connection with any matter pertaining to the protection or enforcement of Springpoint’s right, title and interest in the Materials, and avoidance of infringement of the Materials used by the Recipient hereunder.
   4. 4. Notwithstanding anything to the contrary herein, this license may be revoked by Springpoint during the Term if (i) the Recipient materially breaches this Agreement and fails to cure such breach after twenty (20) days written notice of such breach, or (ii) the programming pilot described above ends.
   5. 5. Request for extensions must be submitted in writing to Springpoint and require a written amendment signed by both parties.
   6. 6. Upon termination or expiration of this Agreement, the Recipient will have no further right to use the Materials and, if requested, will, at the Springpoint’s expense, return to Springpoint all copies of the Materials it possesses or within its control, in any form, and including all duplicates or reproductions thereof.
   7. 7. If the Recipient would like to continue to use after termination or expiration of this agreement, Springoint will license it to the Recipient at an agreed-upon cost per TLE for perpetual use, including access to all updates and modifications.
   8. 8. Recipient will indemnify and hold harmless Springpoint and its directors, officers, employees, affiliates, subsidiaries, representatives, successors and assigns from and against any and all third-party judgments, actions, lawsuits, losses, fines, deficiencies, damages, liabilities, costs and expenses (including reasonable attorneys’ fees, expenses and court costs) against them arising out of any actual or alleged breach of this Agreement by the Recipient.
   9. 9. This Agreement may not be modified or amended except in a writing signed by the parties. This Agreement will not be construed as creating a joint venture, partnership, agency or employment relationship between the parties hereto nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other. This Agreement will be governed by and construed under the laws of the State of New York, without reference to its conflict of law principles. The parties to this Agreement agree to submit and consent to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York, in any action to enforce (or otherwise arising from or relating to) this Agreement.
   10. 10. The Recipient acknowledges that monetary relief would not be an adequate remedy for a breach or threatened breach by the Recipient of the provisions of this Agreement and that Springpoint shall be entitled to seek enforcement of this Agreement by injunction, specific performance or other equitable relief, without prejudice to any other rights and remedies that Springpoint may have.

   IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Agreement as of the date set forth in the introductory paragraph.

   Direct all questions regarding this license agreement to info@springpointschools.org

6. 6. Individual Features and Services

   When using the Website, you will be subject to any additional posted guidelines or rules applicable to specific services and features that may be posted from time to time.

7. 7. Disclaimers of Warranty, Limitations of Liability and Indemnification

   Your use of the Website is at your sole risk. The service is provided “as is” and “as available”. We disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. We are not liable for damages, direct or consequential, resulting from your use of the Website, and you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses (including but not limited to attorney’s fees) arising from your violation of any third-party’s rights. Because the Website is not error or bug free, you agree that you will use it carefully and avoid using it ways which might result in any loss of your or any third party’s property or information.

8. 8. Severability and Waiver

   Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. The Terms of Use constitute the entire agreement between you and Springpoint and govern your use of the service, superseding any prior agreements (including, but not limited to, any prior versions of the Terms of Use). If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

9. 9. International Access

   The Website is provided from the United States and all servers that make it available reside in the United States. The laws of other countries may differ regarding the access and use of the Website. Springpoint makes no representations regarding the legality of the Website in any other country and it is your responsibility to ensure that your use complies with all applicable laws outside of the United States.

10. 10. Governing Law and Jurisdiction

    These Terms of Use and any dispute or claim arising out of, or related to them, shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule.

    Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York.

    If you have any questions or concerns, please contact us at info@springpointschools.org