These terms of use (this "Agreement") constitute a legal agreement between you and All Kinds of Minds and its subsidiaries and affiliates (collectively, the "Institute," "we," "our" or "us") regarding your use of www.attuningastudent.org (the "Website"). By using the Website, you agree to be bound by this Agreement and represent and warrant that you have the right, authority and capacity to enter into, and to fully abide by, this Agreement.

1. Modification of this Agreement

We reserve the right to modify this Agreement at any time in our sole discretion. If we modify this Agreement, the Website will contain a notice of the date of the last modification of this Agreement. By continuing to use the Website after this Agreement has been modified and posted on the Website, you agree to be bound by the modified Agreement.

2. Usernames, passwords and security

2.1 Access to the Website is restricted to users who have been granted a username and password (together, "Login Information") by a parent, teacher, guidance counselor or other education professional (each a "Referring Adult") who the Institute has authorized to distribute such Login Information. If you do not have such Login Information, you may not use the Website. You agree to keep your Login Information confidential and not to disclose your Login Information to any person except to the person who gave you your username and password.

2.2 You agree to immediately notify the Institute of any unauthorized use of your password or any other breach of security. You agree that the Institute shall not be liable for any loss or damage arising from your failure to comply with the foregoing.

3. Your use of the Website

3.1 You agree to use the Website only for the purpose of providing information about an individual student (or students) for the purpose of helping the Referring Adult learn more about the student's individual needs and learning styles. By providing information about a student, you agree that you may legally disclose such information to us and to the Referring Adult.

3.2 You agree that you will not engage in illegal and/or unauthorized uses of the Website, including collecting usernames and/or email addresses by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website.

3.3 You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website, and all applicable laws regarding the transmission of technical data exported from the United States.

3.4 If you post or provide any material or information on the Website, you warrant that you have the legal right to do so. To the extent that any material you provide to us is subject to copyright under the laws of any nation, you grant an irrevocable, perpetual, fully-paid, sublicenseable, worldwide license to use, copy, perform and distribute material or information, and to prepare derivative and collective works based on or including such material or information. You acknowledge that any material or information you post about a student will be made available to that student and the Referring Adult.

3.5 You agree not to interfere in any way with the normal operation of the Website, services connected to the Website or the web-browsers or computers of individuals connected to the Website.

4. Term

This Agreement shall remain in full force and effect until modified or amended. You agree that your use of the Website indicates that you have read and agree to be bound by the terms of this Agreement and the Institute's privacy policy (the "Institute's Privacy Policy") located at http://www.attuningastudent.org/legal/privacy. You agree that the Institute, at its sole discretion, may restrict or terminate your use of the Website for any reason, at any time. If the Institute terminates your use of any portion of the Website because you have breached the terms of this Agreement, this Agreement shall continue to govern your use of any portions of the Website to which you continue to have access.

5. Proprietary Rights

5.1 The Website (including, without limitation, text, graphics, logos, button icons, images, audio clips and software), and the collection, assembly, and arrangement of material on the Website, is the property of the Institute and is protected by U.S. and international copyright laws, except when otherwise indicated. The Content may be used subject to this Agreement; any other use of the Content is strictly prohibited.

5.2 ALL KINDS OF MINDS®, SCHOOLS ATTUNED®, REACHING MINDS®, STUDENT SUCCESS CENTERS^TM, STUDENT SUCCESS PROGRAM^TM, STUDENT SUCCESS SERVICES^TM, ATTUNING A STUDENT^TM, CONNECTING MINDS^TM, DR. MEL LEVINE^TM, and any other Institute graphics, logos, and service names are trademarks of the Institute and/or Dr. Mel Levine. All other trademarks or service marks on the Website are the property of the parties so indicated.

5.3 The Website contains copyrighted material, trademarks, and other proprietary information of the Institute. You may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information without our explicit written permission. You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Institute without prior express written consent. You may not use any meta tags or any other "hidden text" utilizing the Institute's name or trademarks without the prior express written consent of the Institute.

5.4 You acknowledge and agree that no material from the Website may be sold, copied, reproduced, republished, uploaded, displayed, posted, transmitted, distributed, modified, publicly performed, used in any derivative works based thereon or otherwise used for any public or commercial purpose without the prior written consent of the Institute or, where applicable, our licensors. The use of material from the Website on any other website or computer network or in any other way, without our express written permission, is prohibited. You may not prepare derivative works based on the Website.

6. DISCLAIMER OF WARRANTIES

YOU ACKNOWLEDGE THAT THE INSTITUTE IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE MATERIAL ON THE WEBSITE, WHETHER AS A RESULT OF ANY MALFUNCTIONING EQUIPMENT OR SOFTWARE OR OTHERWISE. THE INSTITUTE IS NOT RESPONSIBILE FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, WEBSITE FUNCTIONS, SERVICES, CONTENT, OR OTHER COMMUNICATIONS. YOU ACKNOWLEDGE THAT THE INSTITUTE IS ALSO NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF EMAIL ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO YOUR OR ANY OTHER PERSON'S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEBSITE. YOU AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO SCAN ANY DOCUMENTS ATTACHED TO, AND AGREE TO HOLD THE INSTITUTE HARMLESS FOR ANY COMPUTER VIRUSES OR OTHER HARMFUL SOFTWARE THAT YOU MAY RECEIVE FROM ELECTRONIC MAIL SENT FROM THE WEBSITE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE, AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE AND AS TO THE ACCURACY OR COMPLETENESS OF THE WEBSITE IS ASSUMED SOLELY BY YOU. UNDER NO CIRCUMSTANCES WILL THE INSTITUTE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE'S USE OF THE WEBSITE, ANY CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO MEMBERS, OR ANY INTERACTIONS BETWEEN USERS OF THE WEBSITE, WHETHER ONLINE OR OFFLINE. THE WEBSITE IS PROVIDED "AS-IS" AND TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE INSTITUTE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE INSTITUTE DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITE OR ITS SERVICES. THE WEBSITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM THE INSTITUTE OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

7. LIMITATION ON LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL THE INSTITUTE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ALSO LOST PROFITS ARISING FROM YOUR USE OF THE WEBSITE, EVEN IF THE INSTITUTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF THE INSTITUTE TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO THE INSTITUTE FOR USE OF THE WEBSITE DURING THE PREVIOUS YEAR, OR (B) $100.

8. Links

The Institute may provide links to other websites or resources of possible interest to you. Because we have no control over such websites or resources, you acknowledge and agree that the Institute is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You also acknowledge and agree that the Institute 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 the use of or reliance on any such content, goods or services available on or through any such websites or resource. All such websites shall be subject to the policies and procedures of the owner of such websites.

9. Personal Information and Privacy

9.1 Our Privacy Policy, available at http://www.attuningastudent.org/legal/privacy, specifies the terms regulating our handling of Personal Information.

9.2 We may disclose any information we have about you or which you provide about others if required by law or in the good faith belief that such disclosure is reasonably necessary to: (a) comply with a current judicial proceeding, a court order or legal process served on the Website, (b) enforce this Agreement, (c) respond to claims that the Content you Post violates the rights of third parties; or (d) protect the rights, property or personal safety of the Institute or any person.

10. Disputes

You agree that any dispute about or involving the Website will be governed by the laws of the State of North Carolina without regard to its conflict of law provisions. You agree to personal jurisdiction by, and venue ,in the state and federal courts whose judicial districts include the City of Chapel Hill, Orange County, North Carolina.

11. Indemnity

You agree to indemnify and hold the Institute,, trustees, officers, agents, partners, vendors, licensors, and its employees harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Website in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of any of your representations and warranties set forth above.

12. Notices

Except as otherwise stated, any notice to us regarding this Agreement, any claims alleging copyright of other intellectual property infringement, and other legal notices shall be given by certified mail to the Institute, Attn: Legal Counsel, 1450 Raleigh Road, Suite 200, Chapel Hill, NC 27517, or by e-mail to legal@allkindsofminds.org. Notice shall be considered given 24 hours after an e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Notice given by postal mail shall be considered given three (3) days after the date of mailing.

13. No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and the Institute is intended or created by this Agreement.

14. No Waiver

The failure by the Institute to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive our right to act with respect to subsequent or similar breaches.

15. Survival

Any provision of this Agreement which, by its nature or express terms should survive, will survive the completion, expiration, termination or cancellation of this Agreement.

16. Other

This Agreement contains the entire agreement between you and the Institute regarding the use of the Website. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

Please contact us at legal@allkindsofminds.org if you have any questions regarding this Agreement.

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