Pearson Education Subscription and End-User License Master Agreement
Please print and keep a copy of this Subscription and End-User License Agreement ("Agreement"). Use of the Website constitutes acceptance of this Agreement. If you do not agree to abide by the terms and conditions of this Agreement, please do not become a Subscriber of a Pearson Education Website. Pearson Education may change any of the terms in this Agreement at any time. Changes will become effective when Pearson Education posts the modified Agreement on the Website. The Subscription and End-User License link will be flagged any time changes are posted. If you do not agree to the changes, you may cancel your subscription to the Website in the way described in Section 10. Continued use of this Website by you or any other subscriber under your license constitutes acceptance of the terms of the modified Agreement.
1. The Websites
Pearson Education offers on-line, World Wide Web-based subscription and non-subscription Websites. This document will refer to these sites collectively as "the Website". In the event of a conflict between these terms and conditions and more specific terms and conditions that apply to another Website of Pearson Education, the more specific terms and conditions of such other Website shall prevail with respect to such conflict.
2. Ownership of the Information, Materials and Software of the Website
You expressly acknowledge and agree that the Website contains information, text, software, photos, video, graphics, music, sounds and other material (called "Materials") that are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights (called "Intellectual Property Rights"), that these Intellectual Property Rights are valid and protected in all forms, media and technologies existing now or developed later, and that all right, title and interest in and to these Materials, including but not limited to all Intellectual Property Rights, belong solely and exclusively to Pearson Education or its licensors.
Pearson Education may change or discontinue any portion, feature or content of the Website at any time with or without notice to you. Likewise, Pearson Education may at any time, with or without notice to you, restrict the use and accessibility of the Website as well as limit the duration and amount of use made of the Website.
Pearson Education assumes no responsibility for any End-User Content (as described in Section 4) or any material outside of the Pearson Education Website which may be accessed through any hypertext or other computer "links". Some links on the Website lead to sites posted by independent site owners. Because Pearson Education has no control over these third party websites, Pearson Education is not responsible for such sites’ accessibility via the Internet and does not endorse products, services or information provided by such websites. As such, Pearson Education shall not be responsible or liable, directly or indirectly for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any content, goods or services available on or through any third party site. Further, the inclusion of these links does not imply that the other sites have given permission for inclusion of these links, or that there is any relationship between Pearson Education and the linked third party sites. Pearson Education is an independent operating company and reference to other companies does not imply any partnership, joint venture, or other legal connection where Pearson Education would be responsible for the actions of their respective owners.
3. Use of the Information and Materials of the Website
The license granted herein is nonexclusive, personal to you and nontransferable. The license is determined by the type of subscription being created through a Pre-assigned Activation ID/Password or through online purchase. The type of license and the access authority to which it applies is described in Sections 3.3 and 3.4.
3.1. Website Subscribers may use, display, reformat, download, print and reproduce Materials obtained through the Website solely for their own personal, non-commercial, educational purposes.
3.2. Website Subscribers may access and use the Website from any computer at any location where there is an Internet connection. Where multiple user access is granted under the license, multiple individuals may log into the Website simultaneously from multiple locations.
3.3. College/University Student/Individual Subscriptions The license granted herein is for single user access to resources developed for students to use in conjunction with course assignments and for self-study and self-assessment purposes. One Login Name and Password with student authority is issued for each individual subscriber’s use; this Login Name/Password may not be shared with other students or otherwise disclosed to unauthorized third parties.
3.4. College/University Educator Subscriptions The license granted herein is for multiple user access to the same resources as provided to students, along with additional teaching resources developed for the educator. One Login Name and Password with educator authority is issued for the subscriber and his/her teaching assistants and staff to share. For the purpose of this Agreement, these educators, teaching assistants, and staff are all considered subscribers to the Website.
3.5. Except as you may be expressly permitted by this Agreement, you may not use, modify, adapt, reformat, download, upload, post, reproduce, broadcast, publish, display, perform, transfer or redistribute any Materials in any form, format or media or by means of any technology without obtaining the prior written authorization of Pearson Education and any other owner of the Intellectual Property Rights in such Materials.
3.6. You may, on an occasional and irregular basis, include insubstantial portions of Materials from the Website in memoranda, reports and presentations, and then only to the extent that such use constitutes "fair use" under applicable copyright and intellectual property law, provided that in each instance you include in all such memoranda, reports and presentations all copyright, trademark and other notices from the Website and the information used, original source attribution, and the phrase "Used with permission from Pearson Education." You may not, however, post Materials from the Website to newsgroups, mail lists, electronic bulletin boards or any other on-line destination.
3.7. If you reproduce Materials from the Website, as permitted by this Agreement, you must preserve any copyright, trademark or other notices contained in or associated with them. This means, among other things, that if the specific Material you are reproducing does not contain the relevant notices that appear on the Website, you must go to the place on the Website where such notices appear and copy them into the Materials you are reproducing.
3.8. In addition to, and without limiting your obligations under, Section 3.5 above, you agree not to otherwise reproduce, use, sell, transmit, publish, broadcast, or otherwise disseminate or distribute Materials from the Website to anyone, including but not limited to others in the same company, school, college or other organization, whether or not for a charge or other consideration, including but not limited to use in connection with the sale, retransmission, distribution, publication, broadcasting, circulation or other dissemination, for any purpose, whether commercial or otherwise, except as explicitly permitted under Section 3.6 above or pursuant to the express prior written permission of Pearson Education.
3.9. If you wish to request permission to reproduce Materials from the Website for other than the specifically authorized educational purpose, or if you have any questions about the proper way to include such notices, contact Pearson Education. See Section 14.
4. End-User Content
4.1 Areas may be provided on the Website for users to post and exchange ideas and information. The views and opinions expressed therein do not necessarily reflect those of Pearson Education or its licensed content providers or licensors. You hereby represent and warrant that you have all necessary rights in and to any information, materials or other End User Content (as further described below) that you post on the site, and that such End User Content will not infringe on any personal or proprietary rights of any third parties.
4.2 You understand that all articles, information, data, text, software, music, sound, photographs, graphics, video, messages or other materials or submissions that are posted or uploaded to the Website ("End User Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such End User Content originated. This means that you, and not Pearson Education are entirely responsible for all End User Content that you upload, post, email or otherwise transmit via the Website. Pearson Education does not control the End User Content posted via the Website and, as such, does not guarantee the accuracy, integrity or quality of such End User Content. Under no circumstances will Pearson Education be liable in any way for any errors, omissions, violation of third party rights or illegal conduct arising from End User Content posted, emailed or otherwise transmitted via the Website.
4.3 You acknowledge that Pearson Education does not pre-screen End User Content, but that Pearson Education and its designees shall have the right (but not the obligation) in their sole discretion to monitor and refuse or remove any End User Content that is available via the Website for reasons including but not limited to the reasons specified above and terminate your right of access to the Website to prevent further violations.
4.4 You acknowledge and agree that Pearson Education may preserve End User Content and that such End User Content shall be preserved for up to thirty (30) days after the end of the relevant semester. Thereafter, Pearson shall not permit any further public access to the Content on the Website. You acknowledge that Pearson Education may also disclose End User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of service hereunder; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Pearson Education, its users and the public.
5. Restrictions on Use
You agree not to use the Website to:
5.1 upload, post, email or otherwise transmit any End User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
5.2 impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity;
5.3 upload, post, email or otherwise transmit any End User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
5.4 upload, post, email or otherwise transmit any End User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
5.5 upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "Junk mail," "Spam," "chain letters," "pyramid schemes," or any other form solicitation;
5.6 upload, post, email or otherwise transmit any End User Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
5.7 use or attempt to use any "deep-link," "scraper," "robot," "bot," "spider," "data mining," "computer code" or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Website, any data or content found on or accessed through the Website or any other Pearson Education Materials without the prior express written consent of Pearson Education;
5.8 obtain or attempt to obtain through any means any Materials, End User Content, or any other data, content, software or code available on or through the Website (Website Content) that have not been intentionally made publicly available either by their public display on the Website or through their accessibility by a visible link on the Website;
5.9 violate any measure employed to limit or prevent access to the Website or Website Content;
5.10 violate the security of the Website or attempt to gain unauthorized access to the Website, Website Content, or computer systems or networks connected to any service of the Website through hacking, password mining or any other means;
5.11 interfere or attempt to interfere with the proper working of the Website or any activities conducted on or through the Website, including accessing any Website Content prior to the time that it is intended to be available to the public on the Website;
5.12 take or attempt any action that, in the sole discretion of Pearson Education, imposes or may impose an unreasonable or disproportionately large load or burden on the Website or the infrastructure on the Website;
5.13 disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges or to normally post messages, articles, or submissions;
5.14 interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website; or
5.15 intentionally or unintentionally violate any applicable local, state, national or international law;
6. Use of "Cookies"
Pearson Education subscription Websites require the use of internet browser cookies to facilitate subscription processing, and to validate user role (instructor, student, etc.) upon login. Unless otherwise noted, these cookies are session based and expire when the internet browser is shut down. Pearson does not share this information with third parties, nor does Pearson Education use it for any purpose other than facilitating the user experience.
7. Disclosure of Demographic and Personally Identifiable Information
7.1. By using the Website, you are agreeing that Pearson Education may collect, use, sell, license and otherwise distribute demographic data about Subscribers in aggregated form (so that no Subscriber is personally identifiable) to assist in market evaluation and for other purposes as reasonably determined by Pearson Education.
7.2. Some activities within Website may request users to submit information that is tabulated and stored in a database. The data obtained is used to produce statistics that are integral to the educational value of these activities. Anywhere the requested data is personal in nature, a user’s specific responses remain confidential and are not associated with name or e-mail address in any way. In some activities where the data is not personal in nature, a user’s specific responses may be identified by e-mail address and accessed separate from the aggregate. By participating in an activity that uses a database, you are giving us consent to include your data in the study.
7.3. Pearson Education will not disclose personally identifiable information associated with your use of the Website (e.g., name, address, access code) to any third parties not affiliated with Pearson Education, except (1) for the limited purpose of investigating a good faith claim that a particular user has violated the Restrictions on Use in Section 5; or (2) where disclosure is requested by the educational institution in which the user is enrolled for educational or administrative purposes, such as evaluating student or instructor participation in the Website activities.
8. Your Other Responsibilities Concerning Subscription to the Website
8.1. By subscribing to the Website under this Agreement, you certify to Pearson Education that: (a) the information you have provided to Pearson Education in order to register as a Subscriber is complete, accurate and current; (b) you will notify Pearson Education within 15 days of any change in your Subscriber information; and (c) that you will not share your Login Name(s) and Password(s) except as expressly authorized under the terms of your license.
8.2. If any of these certifications is or becomes untrue, or if you do not comply in full with these requirements, Pearson Education has the right to suspend and/or terminate your subscription to the Website.
8.3. You are responsible for complying with all terms and conditions of this Agreement, as modified from time to time, and with any other rules and regulations of which Pearson Education gives you notice. You are also responsible for obtaining and using all computer hardware and software required for your access to and use of the Website and for any charges incurred for your own access to the Website through an Internet access provider or other third party website.
8.4. You are responsible for all uses of the Website through your Login Name(s) and Password(s), whether the use is made by you personally or by someone else. You are responsible for protecting and securing your Login Name(s) and Password(s) from unauthorized use and disclosure. In the event that you become aware of or believe there has been any breach of the Website, such as the theft or unauthorized use of your Login Name(s) and Password(s), you will notify Pearson Education immediately. See Section 14.
8.6 Equipment for Your Use: You shall be responsible for obtaining and maintaining all telephones, computer hardware, and other equipment needed for access to and use of the Website and for any/all charges related thereto.
9. Termination of Subscription or Access
9.1. If for any reason within the first 15 days of purchasing a subscription you are dissatisfied with the Website, you can request a full refund, whereupon your Subscription and this license will terminate.
9.2. This license will terminate immediately and automatically upon your failure to pay for your Subscription within 30 days or in the event that you breach any of the terms of this Agreement. Upon termination, Pearson Education may in its sole discretion terminate your access to the Website.
9.3. Your Subscription commences the day you submit the subscription form and runs for the specific term you purchased whether or not the Website is used. Your obligations under this Agreement will exist until said term expires or the Subscription is terminated by you or Pearson Education.
9.4. You may terminate this Agreement and your rights to use the Website at any time and without cause by notifying Pearson Education of your decision to terminate your Subscription. See Section 14.
9.5. Pearson Education may, in its sole and absolute discretion, and with or without notice, suspend your access to all or any part of the Website, or terminate this Agreement and thus your rights to use the Website, for any conduct or use (whether by you or anyone else having access under your Login Name(s) and Password(s)) that Pearson Education believes is a violation of this Agreement or for any other conduct or use that Pearson Education believes is harmful to other Subscribers, Pearson Education’s content providers, or to the Website or the interests of Pearson Education.
10. Your Remedies
10.1. Pearson Education’s entire liability to you, and your sole and exclusive remedy, regarding the use of the Website shall be the replacement of a Login Name(s) or Password(s) if a currently valid Login Name(s) or Password(s) fails to allow access to the Website.
10.2. Your sole right with respect to any disagreement or dissatisfaction with (a) this Agreement, as modified from time to time; (b) Subscription Cost or other charges for the use of the Website, (c) access to, use of, or performance of the Website, or (d) any Website Content, is to terminate your Subscription as provided for in Section 8.
11. Disclaimer of Warranties
11.1. THE WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS AND SOFTWARE ACCESSIBLE THROUGH THE WEBSITE ARE PROVIDED ON AN "AS-IS," "AS-AVAILABLE" BASIS. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING OR RELATING TO PRODUCTS OR WEBSITES FURNISHED TO SUBSCRIBERS UNDER THIS AGREEMENT OR IN CONNECTION WITH THE WEBSITE. PEARSON EDUCATION EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NONINFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
11.2. You expressly agree that your use of the Website is at your sole risk. Pearson Education does not warrant that the Website will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from your use of the Website, or as to the accuracy, reliability, completeness, or content of any information, third party website, software or merchandise that may be provided through the Website. No statement, information or advice, including, but not limited to, statements regarding capacity, suitability for use or performance, whether made by a Pearson Education employee, reseller or other representative or otherwise, which is not contained in this agreement shall be deemed to be a warranty by Pearson Education for any purpose or give rise to any liability of Pearson Education whatsoever, and you agree that you will not rely on any such statement, information or advice.
11.3. Where Pearson Education is a distributor, rather than a publisher, of Materials accessible through the Website, Pearson Education exercises no more editorial control over such Materials than does a typical public library, bookstore or newsstand. The views and opinions expressed in such information do not necessarily reflect those of Pearson Education or its content providers or licensors. Neither Pearson Education nor its content providers or licensors make any warranties or representations regarding the accuracy, adequacy, truthfulness, completeness, or usefulness of such information.
12. Limitation of Liability
12.1. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL PEARSON EDUCATION BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES THAT ARISE FROM LOSS OF ANTICIPATED REVENUE, LOSS OF INFORMATION OR MATERIAL OF ANY KIND, LOST PROFITS, LOSS OF BUSINESS AND INJURY TO PROPERTY, EVEN IF PEARSON EDUCATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT ARISE IN CONNECTION WITH OR RESULT FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE ON ANY MATERIALS, CONTENT, INFORMATION, WEBSITES, SOFTWARE OR PRODUCTS OBTAINED ON THE WEBSITE, OR MISTAKES, OMISSIONS, INTERRUPTIONS, COMMUNICATIONS FAILURE, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, OR THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO YOUR RECORDS, PROGRAMS OR WEBSITES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND IN SUCH STATES PEARSON EDUCATION’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
12.2. If, notwithstanding the foregoing, Pearson Education were to be held liable for damages, then regardless of the form of action (whether in contract, tort, breach of warranty or otherwise), in no event shall the maximum liability of Pearson Education and the parties described in the next sentence (Pearson Education’s "Related Parties") exceed, either jointly or severally, the aggregate dollar amount paid by you to Pearson Education in the twelve (12) months prior to the claimed injury or damage. All of the provisions of this section are also for the benefit of Pearson Education’s directors, officers, shareholders, employees, affiliates, agents, third-party content providers, licensors, and anyone else involved in creating, producing or distributing the Website, and each shall have the right to assert and enforce these provisions directly on their own behalf.
13. Indemnification by You
You agree to defend, indemnify and hold harmless Pearson Education and its Related Parties from any claims and expenses related to any violation of this Agreement by your use of the Website, or in connection with the placement or transmission by you of any material on the Website except as expressly authorized in this Agreement.
14. Compliance with United States Export Requirements
This Agreement and your use of the Website are subject to any laws, regulations, orders or other restrictions on export from the United States of America (which we will call the "U.S.") of certain materials and technical data which may be imposed from time to time by the U.S. Government. Therefore, you will not transfer, directly or indirectly, by electronic means or otherwise, any Website Content , or any direct products thereof, to any country, or to any agent, representative, or foreign national of any country, for which the U.S. Government or any agency thereof requires an export license or other governmental approval at the time of export without first obtaining such license or approval. Pursuant to current restrictions of the U.S. Government, nationals of Cuba, Iran, Libya, North Korea and Syria may not use or access the Website or Website Content at this time.
Pearson Education may give notice to you by electronic mail, by a posting on the Website, or by conventional mail. Notice by Pearson Education shall be effective on the date that Pearson Education makes a good faith effort to reach you. You shall give notice to Pearson Education as stated below. Notice by you shall be effective on the date that Pearson Education actually receives the notice.
Via U.S. mail:
Core Technology Group
75 Arlington Street, Suite 300
Boston, MA 02116
16.1. This Agreement is personal to you, and you may not assign, transfer or delegate your rights or obligations to anyone. This Agreement, your and Pearson Education’s rights and obligations, and any disputes or disagreements regarding the Website will be governed by the laws of the U.S. that govern contracts wholly entered into and wholly performed within Massachusetts. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any and all actions, disputes or controversies relating to the Agreement or the Website will be decided by the courts of the State of New York and the U.S. located in New York, New York, and you consent to the jurisdiction and venue of those courts and irrevocably consent to the process document, delivered personally or mailed by certified or registered mail, return receipt requested, at the address set forth in your Subscriber information.
16.2. If you are an office, agency or branch of the United States Government, you are provided the Website as a commercial item and with only those rights as are set forth in this Agreement, pursuant to 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227-7202-4, and corresponding sections of applicable and corresponding agency Federal Acquisition Regulations ("FARs").
16.3. In the event that any provision of this Agreement is held to be invalid or unenforceable, pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
16.4. You acknowledge that Pearson Education will be irreparably harmed by any breach of this Agreement by you or by your unauthorized use of the Website or Website Content and, further, that monetary damages may not be a sufficient remedy for such harm. You agree that Pearson Education shall be entitled, without waiving any other rights or remedies and without further demonstration of irreparable harm or the inadequacy of monetary damages, to obtain injunctive or other equitable relief in the event of any breach of this Agreement by you or by your unauthorized use of the Website or Website Content.
16.5. In addition to being a part of the subscription form, this Agreement resides on-line at the Website under the License Agreement link so that you may reference it at any time.
16.6. This Agreement is the entire agreement between Pearson Education and you with respect to the Website. Headings in this Agreement are for your convenience only and do not have any legal meaning or effect. If any part of this Agreement is invalid, the rest of this Agreement will remain in effect. If Pearson Education waives or fails to enforce any term or condition of this Agreement on any one or more occasions, whether by conduct or otherwise, its waiver or failure to enforce will not mean that it must waive or cannot enforce such term or condition on any other occasion, or any other term or condition of this Agreement. The meaning of this Agreement cannot be changed by your or Pearson Education’s conduct, even if repeated, or by any custom or practice of others engaged in the same or similar businesses.
(c) 2007 Pearson Education, Inc. All rights reserved.
v7 - last updated November 12, 2007