TERMS & CONDITIONS
YOUR USE OF MATERIALS
Copyright 2003 School Specialty, Inc. This site is owned and operated by SPARK, Inc., a division/subsidiary of School Specialty, Inc. (hereafter "SPARK"). Unless otherwise indicated, the content, format and imagery of this Website are copyrighted under the United States law by SPARK, and are protected by worldwide copyright laws and treaty provisions. Unauthorized duplication is a violation of law. The content, format and imagery of the Website may not be copied, published, broadcast, distributed, reproduced or transmitted in any way without the prior written consent of SPARK. SPARK reserves complete title and full intellectual property rights for materials downloaded from the Website, except that you may download one copy of the materials on any single computer for your personal non-commercial use only, provided you keep intact all copyright and other proprietary notices. Modification of the materials or use of the materials for any other purpose is a violation of SPARK's intellectual property rights.
For purposes of this Agreement, the use of any such material on any other web site or computer environment is prohibited without the express written consent of SPARK. For the purpose of this statement of use the term "User" shall apply to those users of the Website who are registered or are unregistered to procure goods or services on this Website. For the purpose of this statement of use the term "Supplier" shall apply to those users of the Website who are registered to sell and or market goods or services on this Website.
In the event you download any data from the site, including any software, files or images incorporated in or generated by the site or data accompanying or to be used with the site (hereafter collective referred to as the "Data") are licensed to you by SPARK, unless such Data is the property of a Supplier. If information is identified as that of a Suppler the User shall download information based upon arrangements made with the Supplier. SPARK does not condone or approve the unauthorized use of Supplier Data without their consent. SPARK does not transfer title of any Data to you. As between you and SPARK, SPARK retains full and complete right, title, and interest in and to the Data of SPARK and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse-engineer or disassemble the Data.
YOUR DUTIES AS TO REGISTRATION
In consideration of your use of this Website and any services provided by SPARK in connection therewith (hereafter, the "Service"), you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being referred to hereafter as the "Registration") and (b) maintain and promptly update the Registration to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, outdated or incomplete, or SPARK has reasonable grounds to suspect that such information is untrue, inaccurate, outdated or incomplete, SPARK has the right to suspend or terminate your account and refuse any and all current or future use of the Service or any portion thereof. SPARK shall follow its privacy and security policy regarding such information as described at http://www.sparkpe.org/privacy.jsp. SPARK shall have the option to revise such policy as it may see fit from time to time.
YOUR ACTIONS AS A USER
You acknowledge and understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Materials"), whether publicly posted or privately transmitted, are the sole responsibility of the person (Supplier or User) from which such Materials originated.
You agree to not use the Website to:
1. upload, post, email or otherwise transmit any Materials that are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful whether sexually, racially or ethnically, or otherwise objectionable;
2. harm minors in any way;
3. impersonate any person or entity, including, but not limited to, any law enforcement officer, or any SPARK official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Materials transmitted through the Service;
5. upload, post, email or otherwise transmit any Materials 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 an employment relationship or under any nondisclosure agreement);
6. upload, post, email or otherwise transmit any Materials that infringe, contribute to the infringement of, or induce others to infringe, any patent, trademark, trade secret, copyright or other proprietary rights of any party;
7. upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
8. upload, post, email or otherwise transmit anything 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 or in any other way cause damage to a user's data against the will of the user;
9. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges;
10. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
11. intentionally or unintentionally violate any applicable local, state, national or international law, any rules of any national or other securities exchange, and any regulations having the force of law;
12. "stalk" or otherwise harass another; or
13. collect or store personal data about other users.
You acknowledge and agree that SPARK and this Website may preserve Materials and may also disclose Materials 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 these terms of service; (c) respond to claims that any Materials violate the rights of third-parties; or (d) protect the rights, property, or personal safety of SPARK and this Website, its users and the public.
You understand that the technical processing and transmission of the Service, including your Materials, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of various networks or devices to which the Service is connected. This Website contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the SPARK site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real time basis and is proprietary or is licensed to SPARK or its vendors or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content from this Website without the prior expressed written permission of SPARK, SPARK's vendor, or the appropriate third party.
YOUR RELATIONS WITH ADVERTISERS AND SUPPLIERS
Your correspondence or business dealings with, or participation in promotions of, advertisers, Suppliers or affiliates found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser, Supplier or affiliate. You agree that SPARK and this Website shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers, Supplier on the Website.
TERMS AND CONDITIONS OF USE MAY CHANGE
SPARK reserves the right to update or modify these Terms and Conditions of Use at any time without prior notice. Your use of this Website following any such modification constitutes your agreement to follow and be bound by the Terms and Conditions of Use as modified. For this reason, we encourage you to review these Terms and Conditions of Use whenever you use this Website.
CORRECTION OF ERRORS AND INACCURACIES
The content of this Website, including but not limited to text, pricing, availability and descriptions may contain errors or inaccuracies, and may not be complete or current. SPARK reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you submitted your order and confirmation was received). We apologize for any inconvenience this may cause you.
COLOR AND OTHER DISPLAYED FEATURES
The colors and other features you see depicting merchandise on your computer equipment and with your software may depend on the nature and features your particular equipment and software. Therefore, we cannot guarantee that your monitor's display of any color or certain other features will accurately depict the actual color or those features of the merchandise.
This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by destroying all materials and related materials obtained from SPARK and this Website and ceasing utilization of the Website, while fulfilling all obligations incurred by you prior to your termination of use of this Website. This Agreement will terminate immediately without notice from SPARK or this Website, if in their sole discretion you fail to comply with any term or provision of this Agreement, if you are an infringer of any third party's rights, or if you engage in conduct that is illegal, tortuous or that interferes with the technological operation of this site. Upon termination, you must destroy all materials obtained from SPARK or this Website and all copies thereof, whether made under the terms of this Agreement or otherwise.
SPARK MAKES, AND THIS WEBSITE INCLUDES, NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SPARK OR THE CONTENTS OF THIS WEBSITE, WHICH ARE PROVIDED FOR USE "AS IS" AND "AS AVAILABLE." SPARK AND THIS WEBSITE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO SPARK AND THIS WEBSITE AND ANY WEB SITE WITH WHICH IT IS LINKED OR CONTENT PROVIDED BY SUPPLIERS TO THIS WEBSITE. SPARK NOTIFIES YOU THAT MUCH OF THE CONTENT OF THE WEBSITE IS SUPPLIED BY THIRD PARTY SUPPLIERS WHO ARE ULTIMATELY RESPONSIBLE FOR THE CONTENT SUPPLIED BY THEM. SPARK DOES NOT WARRANT THE FUNCTIONS, INFORMATION OR LINKS CONTAINED ON OR THIS WEBSITE OR THAT ITS CONTENTS WILL MEET YOUR REQUIREMENTS, THAT SPARK OR THIS WEBSITE, OR ITS CONTENTS, ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THIS WEBSITE OR ITS CONTENTS, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, CANCELBOTS OR OTHER HARMFUL COMPONENTS. SPARK DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT SPARK OR THIS WEBSITE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SPARK OR THIS WEBSITE BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS ON THIS WEBSITE, EVEN IF SPARK, OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL SPARK'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, OR NOT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS WEBSITE. UNDER NO CIRCUMSTANCES SHALL SPARK BE RESPONSIBLE FOR ANY DAMAGES RELATED TO VIRUS INFECTION AND THE RESULTING CORRUPTION, DESTRUCTION, OR ALTERATION OF A USER OR SUPPLIER'S SYSTEM (INCLUDING FILES, SOFTWARE AND HARDWARE LOCATED ON THEIR SYSTEMS).
JURISDICTION AND EXPORT
This Website is controlled and operated by SPARK from its office in Menasha, Wisconsin, United States of America. SPARK and this Website make no representation that materials on this Website are appropriate or available for use in other locations. Those who choose to access this Website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Data from this site is further subject to United States export controls. No software from SPARK or this Website may be downloaded or otherwise exported or re-exported into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Data, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by SPARK to recover damages for, or obtain an injunction relating to, operations of this Website, intellectual property, and services related to this Website, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Milwaukee, Wisconsin, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either the User or SPARK may seek any interim or preliminary relief from a court of competent jurisdiction in Milwaukee, Wisconsin necessary to protect the rights or property of you or SPARK pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $10,000.00.
SPARK does not condone any information sharing agreements among its suppliers or its users (including Users) which would utilize information from SPARK which in any way would distort market forces. SPARK also does not condone collusion among users (including Users), which would cause the exercise of monopsony power among buying groups. SPARK will not enter into and does not condone the entering into of any agreements among competitors (whether suppliers or Users) to exclude or discriminate against web sites that are competitive with SPARK. SPARK shall not engage in over-inclusive ownership structures, rules, or incentives which would keep users of SPARK from using or supporting a competitive Website.
This Agreement shall be governed by and construed in accordance with the laws of the state of Wisconsin, without giving effect to any principles of conflicts of law. You and SPARK each agree to submit to the exclusive jurisdiction of the courts of the state of Wisconsin and the federal courts of the Eastern District of Wisconsin. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the subject matter herein and shall not be modified except by writing, signed by both parties. SPARK does not guarantee continuous, uninterrupted or secure access to our services, and operation of this Website may be interfered with by numerous factors outside of our control. If any provision of these Terms & Conditions of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms & Conditions of Use and all incorporated agreements may be automatically assigned by SPARK, in its sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The failure of SPARK to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. The User and SPARK are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms & Conditions of Use.
PERMISSION FOR REPRINTS
All material on this Website, without limitation, is protected by U.S. and foreign intellectual property laws, including specifically copyright laws. In order to receive permission to reprint any material on this Website (outside of personal, non-commercial use), please write to:
100 Paragon Parkway
Mansfield, OH 44903
NOTICE OF COPYRIGHT INFRINGEMENT
Notification of a claim of copyright infringement must be submitted to the following:
Franzoi & Franzoi, S.C.
General Counsel, School Specialty, Inc.
514 Racine Street
Menasha, Wisconsin 54952
Fax (920) 725-0998
The notification must be in writing and include:
1. A signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of each alleged infringing copyrighted work or works;
3. Identification of the allegedly infringing material and information reasonably sufficient to enable us to locate such material;
4. Information reasonably sufficient to enable us to contact the party complaining of an alleged infringement (e.g. an address, telephone number, and email address);
5. A statement that the complaining party has a good-faith belief that use of the allegedly infringing material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
*Non-Exclusive License – SPARK will provide each person to whom a user Educational Identification Log-in Code ("User ID") has been issued (a "User") with access to the Educational services of SPARK (the "Services") pursuant to the terms and conditions set forth in this Agreement. User will have a nonexclusive, non-transferable, limited license to access and use the Services at such times as the Services are generally available. LICENSEE agrees to be bound by the terms of this agreement upon accepting a User ID.