TERMS OF USE

THESE TERMS AND CONDITIONS OF USE (“TERMS OF USE”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND DR SQUARED, INC. (“COMPANY,” “WE,”“OUR,” OR “US”), WHICH IS THE COMPANY THAT OWNS AND OPERATES THE BRYDGE4SCHOOLS PRODUCT (“PRODUCT”) AND WEBSITE WHICH CAN BE ACCESSED AT HTTP://BRYDGE4SCHOOLS.COM. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE OR THE APPLICATION ASSOCIATED THEREWITH (HEREINAFTER THE WEBSITE AND APPLICATION ARE COLLECTIVELY REFERRED TO AS THE “WEBSITE”). THESE TERMS OF USE GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE. THE WEBSITE IS AVAILABLE FOR YOUR USE ONLY ON THE CONDITION THAT YOU AGREE TO THE TERMS OF USE SET FORTH BELOW. BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT ACCESS OR USE THE WEBSITE OR DOWNLOAD ANY CONTENT THEREFROM. THE WEBSITE IS PROVIDED BY THE COMPANY AND AVAILABLE ONLY TO ENTITIES AND PERSONS OVER THE AGE OF LEGAL MAJORITY WHO CAN FORM LEGALLY BINDING AGREEMENT(S) UNDER APPLICABLE LAW. IF YOU DO NOT QUALIFY, YOU ARE NOT PERMITTED TO USE THE WEBSITE.

Modification of these Terms of Use.

We may revise and update these Terms of Use at any time. Your continued usage of the Website after any changes to these Terms of Use will mean you accept those changes. Any aspect of the Website, Product, or Content (as defined below) may be changed, supplemented, deleted or updated without notice at our sole discretion. We may also change or impose fees for products and services provided through the Website at any time in our sole discretion.

License and Ownership.

Any and all intellectual property rights (“Intellectual Property”) associated with the Website and its contents (the “Content”) are owned by the Company, its affiliates, and/or third parties. The Content is protected by copyright and other laws in both the United States and other countries. The Company grants you a limited, personal, nontransferable, nonsublicensable, revocable license to access and use the Website, Product and Content only in the manner expressly permitted by the Company. Except for this limited license, the Company does not convey any interest in or to the Website, Content, information or data available via the Website (the “Information”), or any other Company property by permitting you to access the Website. Except to the extent required by law or as expressly provided herein, you may not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the software available on the Website. Except as explicitly permitted herein, no portion of the Content, Information, or Intellectual Property of the Website may be copied, reproduced, modified, leased, loaned, sold, uploaded, transmitted, or distributed in any way without the Company’s or the appropriate third party’s prior written permission.

Use of Website, Content, and Information.

As a condition of your use of the Website, Product, and Content, you warrant to Company that you will not use the Website, Product or Content for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Website, Product, or Content in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website, Product, or Content. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website. In addition to other restrictions set forth in these Terms of Use, you agree that: (a) You shall not disguise the origin of information transmitted through the Website; (b) You will not place false or misleading information on the Website; (c) You will not use or access any service, information, application or software available via the Website in a manner not expressly permitted by the Company; (d) You will not input or upload to the Website any information which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, the Website, Product, Content or Information or that infringes the Intellectual Property rights of another; (e) Certain areas of the Website are restricted to customers of the Website; (f) You may not use or access the Website, Product, Content or Information in any way that, in the Company’s judgment, adversely affects the performance or function of the Website, or interferes with the ability of authorized parties to access the Website; (g) You may not frame or utilize framing techniques to enclose any portion or aspect of the Content or the Information, without the express written consent of the Company; (h) You may not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (i) You may not publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; and (j) you may not violate any applicable laws or regulations. The Company reserves the right to terminate your access to any or all of the Website, Product, Content, or Information at any time without notice for any reason whatsoever. You are responsible for the security and all use of the Website, Product, or Content made using your username and password. If you believe there has been a breach of security of your username and/or password, such as theft or unauthorized use, you should notify us immediately.

Privacy and Use of Personal Information.

Any information that you provide to the Company, including name, e-mail address, mailing address, phone number, credit card information, social security number, or other personally identifiable information (“Personal Information”), will be collected, maintained and used in order to provide the Product to you, or in accordance with these Terms of use and our privacy policy (“Privacy Policy”). You understand that, through your use of the Website, Product, Content, and/or Information, you consent to the collection and use (as set forth in these Terms of Use and the Privacy Policy) of your Personal Information.

Links to Third Party Sites.

The Website may contain links to other websites (“Linked Sites”). These links to Linked Sites are provided as a convenience. The Linked Sites are not under our control and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. If you use these links, you will leave the Website. The Company is not responsible for webcasting or any other form of transmission received from any Linked Site. The inclusion of any link does not imply endorsement by the Company of the site or any association with its operators. If you choose to access any of the Linked Sites, you do so entirely at your own risk and you waive any and all claims against us regarding the inclusion of such links and your use of those sites.

Notice and Disclaimer Regarding E-mails.

E-mail is not a 100% virus-free or a secure medium. Any e-mail message from the Company, including any attachments transmitted with it, may contain legally privileged or private information. Such messages are intended solely for the use of the individual or entity to whom it is addressed. If you have received such a message in error, please notify the Company immediately and delete it from your system. You should not copy, store or use such an email or any attachment(s) for any purpose, nor disclose their contents to any other person. The Company scans all communications for viruses or other malicious software; however, we do not guarantee that any message is virus-free and accept no liability for any potential loss or damage that may arise as a result of receiving, storing and reading any message and any attachment(s). It is your responsibility to ensure that viruses do not adversely affect your system and that your messages to us meet your own security requirements. We reserve the right to read any e-mail or attachment entering or leaving our systems without notice.

Submissions.

The Company does not accept ideas, concepts, or techniques for new services or products through the Website (“Comments”). If any such Comments are received, they will not be considered confidential or proprietary and the Company is under no obligation to keep such information confidential. The Company will have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute, and exploit such Comments in any manner it chooses.

Termination.

The Company reserves the right, in its sole discretion, to suspend or terminate your access to the Website or Product and the related services or any portion thereof at any time, without notice, and may remove and discard any Content or Personal Information relating to your account, for any reason, including, without limitation, for lack of use or if the Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Upon such suspension or termination, you must immediately discontinue use of the Website, Product, Content, and Information. Accessing the Website after such termination, suspension or discontinuation shall constitute an act of trespass. Further, you agree that the Company shall not be liable to you or any third party for any termination or suspension of your access to the Website, Product, Content, or Information.

Disclaimer of Warranties.

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. THE COMPANY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE WEBSITE FOR ANY PURPOSE. THE COMPANY FURTHER MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THE WEBSITE, THE CONTENT, OR THE INFORMATION. THE USE OF SAME IS AT YOUR OWN RISK. THE WEBSITE, PRODUCT, CONTENT, AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY, ITS AFFILIATES, LICENSORS, CONTRACTORS, AND SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY AND ITS AFFILIATES, LICENSORS, CONTRACTORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE CONTENT, INFORMATION OR SERVICES PROVIDED ON OR THROUGH THE USE OF THE PRODUCT OR WEBSITE. NO INFORMATION OBTAINED BY YOU FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY IN THESE TERMS OF USE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF YOU ARE DEALING AS A CONSUMER, YOUR STATUTORY RIGHTS THAT CANNOT BE WAIVED, IF ANY, ARE NOT AFFECTED BY THESE PROVISIONS. YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THESE TERMS OF USE ARE FAIR AND REASONABLE.

Limitation of Liability.

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, LICENSORS, CONTRACTORS, SUPPLIERS OR ANY THIRD PARTIES MENTIONED AT THE WEBSITE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OF OR INABILITY TO USE THE WEBSITE, PRODUCT, CONTENT, OR INFORMATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT, DECEIT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE REMEDIES STATED FOR YOU IN THESE TERMS OF USE ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE OR PRODUCT, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE AND PRODUCT. TO THE EXTENT THAT THE COMPANY IS OTHERWISE FOUND RESPONSIBLE FOR ANY DAMAGES, THE COMPANY IS RESPONSIBLE FOR ACTUAL DAMAGES ONLY.

Indemnity.

You agree to indemnify the Company, its subsidiaries, affiliates, officers, agents, directors, licensors, and employees against any losses, expenses, costs, or damages incurred by any or all of them as a result of your breach of the terms of this Agreement or your unauthorized use of the Website, Product, Content, or Information and related rights.

International Use.

The Company makes no representation that Content, Information, or other materials on the Website are appropriate or available for use in locations outside the United States. Access to the Website from countries or territories where such access is illegal is prohibited. Those who choose to access the Website outside the United States do so on their own initiative and are responsible for compliance with local laws.

Jurisdiction and Governing Law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE WEBSITE, PRODUCT, CONTENT, OR INFORMATION IS GOVERNED BY THE LAWS OF THE STATE OF ALABAMA, U.S.A., EXCEPT AS TO COPYRIGHT AND TRADEMARK MATTERS WHICH ARE GOVERNED BY FEDERAL LAWS OF THE UNITED STATES OF AMERICA. YOU HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF STATE COURTS IN TUSCALOOSA COUNTY, ALABAMA, U.S.A. OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA, WESTERN DIVISION, AS APPLICABLE. YOU EXPRESSLY WAIVE ANY OBJECTION THAT YOU MAY HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OR TO THE JURISDICTION OF ANY SUCH PROCEEDING. USE OF THE WEBSITE, PRODUCT, CONTENT, AND INFORMATION IS UNAUTHORIZED IN ANY JURISDICTION THAT DOES NOT GIVE EFFECT TO ALL PROVISIONS OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THIS PARAGRAPH. IF ANY PART OF THESE TERMS OF USE ARE DETERMINED TO BE INVALID OR UNENFORCEABLE PURSUANT TO APPLICABLE LAW INCLUDING, BUT NOT LIMITED TO, THE WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS SET FORTH ABOVE, THEN THE INVALID OR UNENFORCEABLE PROVISION WILL BE DEEMED SUPERSEDED BY A VALID, ENFORCEABLE PROVISION THAT MOST CLOSELY MATCHES THE INTENT OF THE ORIGINAL PROVISION AND THE REMAINDER OF THE TERMS OF USE SHALL CONTINUE IN EFFECT. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE, PRODUCT, CONTENT, OR INFORMATION MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE.

Complete Agreement.

Unless otherwise specified herein, these Terms of Use constitute the entire agreement between you and the Company with respect to the Website, Product, Content, and Information and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Company with respect to the Website, Product, Content, or Information.

No Assignment.

You may not assign these Terms of Use or any of your interests, rights or obligations under these Terms of Use.

No Waiver.

No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Copyright and Trademark Notices.

The trademarks, logos, and service marks (“Marks”) displayed on the Website are the property of the Company or other third parties, and may not be used without our prior written permission. All contents of the Website are: © 2016 DR Squared, Inc. and/or its suppliers. All rights reserved.