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Last updated September 20, 2023
These Terms of Service govern your access to and use of all products and services offered by Thinking Through Grammar, LLC dba Pyrus Learning (“Thinking Through Grammar”).
1. Acceptance of Terms. By accessing, using or registering for Thinking Through Grammar’s products or services, you agree to the Terms outlined herein. These Terms of Service and the applicable purchase order(s) for your school district or local education agency, along with the National Data Privacy Agreement, where applicable (see Section 5), constitute the entire and only agreement between you and Thinking Through Grammar with regard to Thinking Through Grammar’s products and services. These Terms of Service supersede all prior or contemporaneous representations, warranties and understandings with respect to Thinking Through Grammar’s products and services. These Terms of Service may be amended at any time by Thinking Through Grammar without specific notice to you. The current effective version of these Terms of Service will be posted on Thinking Through Grammar’s website and in the “User Portal.”
2. License; Proprietary Materials. Thinking Through Grammar retains ownership of all proprietary rights in its products and services and in all trade names, trademarks, service marks, logos and domain names associated or displayed in connection with Thinking Through Grammar’s products and/or services. Subject to the Terms and Conditions herein, Thinking Through Grammar, LLC hereby grants you a non-exclusive, non-transferable, revocable license to use Thinking Through Grammar’s products and services, as identified in the applicable purchase order(s) for your school district or local education agency for the term of your school district or local education agency’s purchase. You are prohibited from posting, modifying, distributing, or reproducing in any way Thinking Through Grammar’s products, services copyrighted materials, trademarks, rights of publicity or other proprietary rights without Thinking Through Grammar’s prior written consent. Thinking Through Grammar reserves the right to deny access to its products and/or services to any user who is alleged to have infringed on its copyright.
3. Authority to Share Vendor Reports and Other Information with Thinking Through Grammar. By uploading third party vendor reports of student data (e.g., rostering, sign-on, performance monitoring) or other information to Thinking Through Grammar’s platform, you represent and warrant that you are authorized to share such reports and/or information with Thinking Through Grammar. You agree that you will not provide any vendor information or data to Thinking Through Grammar unless you have been authorized to do so.
4. Errors or Inaccuracies in Vendor Reports. Thinking Through Grammar aggregates the vendor information and data that you provide us. Thinking Through Grammar is not responsible for errors or inaccuracies in the vendor reports that you upload to our platform.
5. Provision of Personally Identifiable Student Information to Thinking Through Grammar. Thinking Through Grammar utilizes the National Data Privacy Agreement (https://privacy.a4l.org/national-dpa/) with school districts and local education agencies from which it collects personally identifiable student information (“student PII”), where applicable. Any additional or alternative terms or guidelines governing Thinking Through Grammar’s access and/or use of student PII must be expressly agreed to in writing by Thinking Through Grammar. You understand and agree that you will not provide Thinking Through Grammar with any student PII unless (a) such is necessary for Thinking Through Grammar to perform the services contemplated hereunder, and (b) your school district or local education agency has executed the National Data Privacy Agreement or other appropriate data sharing agreement with Thinking Through Grammar.
6. Use of Login Credentials. Any login credentials that you receive from Thinking Through Grammar are to be used by you only. If other individuals from your school district or local education agency require login credentials to access Thinking Through Grammar’s products and services, an authorized representative from the school district or local education agency should contact Thinking Through Grammar directly to request such access. You may not under any circumstances share your login credentials or provide access to Thinking Through Grammar’s products or services to a third-party vendor or its employees.
7. Representations and Warranties. By accessing, using and/or registering for Thinking Through Grammar’s products or services, you represent and warrant that (a) you have full power and authority to enter into these Terms of Service, and (b) you will comply with all laws and regulations applicable to your access and use of Thinking Through Grammar’s products and services.
8. Disclaimer and Limitation of Liability. Thinking Through Grammar’s products and services, including all content, software and functions, are provided “as is.” Except as expressly provided in these Terms of Service, Thinking Through Grammar does not make and expressly disclaims to the fullest extent permitted by law: (a) any warranties of any kind, whether express, implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, noninfringement, or error-free or uninterrupted use of Thinking Through Grammar’s services; and (b) any representations about content or information accessible through Thinking Through Grammar’s products or services. Thinking Through Grammar shall have no liability whatsoever with respect to your use of any service, product or information provided by Thinking Through Grammar. In particular, but not as a limitation thereof, Thinking Through Grammar is not liable for any indirect, special, punitive, incidental or consequential damages (including damages for loss of business, loss of profits, litigation or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, even if advised of the possibility of such damages. Except as otherwise required in these Terms and Conditions, in no event shall Thinking Through Grammar, its directors, officers, employees, agents, contractors, suppliers, or licensors be liable to you for any claims, demands, causes of action, losses, liabilities, damages, penalties, fines, and expenses in an amount exceeding the amount that you paid Thinking Through Grammar under these Terms and Conditions or $100.00, whichever is greater. No advice or information, whether oral or written, obtained by you from Thinking Through Grammar through its products or services, shall create any warranty, representation or guarantee not expressly stated in these Terms of Service.
9. Indemnity. You agree to indemnify, defend, and hold harmless Thinking Through Grammar, its directors, officers, employees, agents, and contractors from and against any claims, demands, causes of action, losses, liabilities, damages, penalties, fines, and expenses, including reasonable attorney’s fees and court costs, arising from your use of Thinking Through Grammar’s products or services, or your breach of these Terms of Service. Thinking Through Grammar shall have the right, at its expense and option, to participate in the defense and/or settlement of any claim that triggers your duty to indemnify Thinking Through Grammar, and you agree not to settle any claim imposing any liability or other obligations on Thinking Through Grammar without Thinking Through Grammar’s written consent.
10. Violation of These Terms of Service. If you violate these Terms of Service, Thinking Through Grammar reserves the right, in its sole discretion, to immediately terminate your access to any and all products and services, including any and all accounts you have established. You acknowledge that we are not required to notify you prior to such termination and that Thinking Through Grammar will have no obligation to refund any fees paid by your school district or local education agency prior to such termination.
11. Venue; Arbitration. In the event of any lawsuit or claim between you and Thinking Through Grammar, you agree to submit to the personal jurisdiction of the federal and state courts located in Cook County, Illinois. You further agree that, in its sole discretion, Thinking Through Grammar may require that any and all controversies, claims, or disputes between you and Thinking Through Grammar arising out of, relating to, or resulting from these Terms of Service, shall be subject to binding arbitration, as opposed to court action.
12. Waiver. No waiver of any right arising out of a breach of any covenant, term or condition of these Terms of Service is a waiver of any right arising out of a subsequent breach of the same or a breach of any other covenant, term or condition or a waiver of the covenant, term or condition itself.
13. Assignment. You may not assign or transfer any rights or responsibilities set forth in your agreement with Thinking Through Grammar, and any attempt to do so shall be void. Without limiting the foregoing, the agreement and these Terms of Service shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
14. Force Majeure. Neither you or Thinking Through Grammar will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and internet disturbance) that was beyond the party’s reasonable control.
15. Severability. If any provision of these Terms of Service is found by a court of competent jurisdiction to be unenforceable, all other provisions shall nevertheless continue in full force and effect, and that unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent the intent of the parties set forth in these Terms of Service.
16. No Third-Party Beneficiaries. These Terms of Service are not intended to confer any right upon any third party who is not an authorized user of Thinking Through Grammar’s products and services.
