Welcome to "CFL Digital Lessons," an internet-based service consisting of digital visual and audio content, lessons, photographs, works of authorship, excerpts, lesson templates and other tools enabling the development and archiving of lessons, and a library of content and lessons for use in education of individuals at varying academic levels, (collectively "Learning Objects" or "Units"). Your access to and use of the CFL Digital Lessons website and the services provided hereunder are subject to the following terms of use (the "Terms of Use"), and you agree to be bound by the Terms of Use by using the services.

I. Acceptance of Terms

CFL provides its services to you subject to the following Terms of Use. By using our services and/or visiting our website you agree that it is your responsibility to regularly review these Terms of Use, which we may update from time-to-time without providing any notice to you. Updates will become effective upon their publication on any portion of the CFL Digital Lessons website or any CFL website. If you continue to use the CFL Digital Lessons website after we have published changes to these Terms of Use, your use will be subject to the revised Terms of Use.

II. Your Registration Obligations

In consideration of your use of any CFL product, service or website, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the initial CFL account setup forms, and (b) maintain and promptly update your account data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, CFL has the right to suspend or terminate your account and refuse any and all current or future use of any CFL website or service.

III. CFL Privacy Policy

CFL is very concerned about the privacy of all its users. Your account information and other information that we collect about you are only used by CFL and are subject to our Privacy Policy as posted on our website. We encourage you to review and consider the Privacy Policy in its entirety.

IV. Member Account, Password, Security and Renewal

When you set up your membership account with CFL, you will establish a username and password. You are responsible for maintaining the confidentiality of your password and you are fully responsible for all activities that occur through use of your username and password. If you feel your password is no longer secure, you should change it immediately. CFL cannot and will not be liable for any loss or damage arising from the unauthorized use of your password. If you lose or forget your password, you can click on the "Forgot Your Password?" link, enter your account email and CFL will email you your username and password.

You are also responsible for providing accurate information about yourself, including an accurate and reliable email address. You can update or correct your membership information by logging into CFL website and clicking on the "My Account" link or you can contact us at 1.800.767.9090 (Mon.-Fri., 8:00 a.m. - 4:30 p.m. EST) or e-mail us at customerservice@centerforlearning.org.

Please note that we use the email address that you provide to us in order to contact you with important updates and information about our services, including information about renewals or changes to your subscription. We cannot and will not be liable for any loss or damage arising out of your failure to receive any notification that we send to the email address that you provide to us (whether that failure results from you changing your email address, the functionality of your SPAM filter or any other delivery problem).

The standard annual CFL membership price of $99.00 is renewed annually upon the expiration date of the membership. Your CFL membership subscription will automatically renew at the standard membership price on an annual basis unless you cancel your subscription before the renewal term begins. If you received a discounted subscription price upon signup (or a subsequent signup), your annual renewal will renew at the standard annual CFL membership price. If you have an annual CFL membership, 30 days prior to your renewal date, CFL will send out an advance email notice regarding the upcoming automatic renewal of your annual membership subscription.

You may cancel the renewal of your subscription by accessing the "My Account" area of the site and select the appropriate cancellation options.

You may manage your promotional, newsletter, and other email communication preferences by accessing "My Account" and updating your information preferences.

Usage of CFL services is strictly limited to the individual member(s) that have specifically subscribed to the CFL service (which, for purposes of this paragraph, includes members that receive their license to access our services through a group site license agreement). Subscribing members are prohibited from publishing or in any way communicating their usernames and passwords to non-subscribing individuals. Posting or sharing usernames and passwords on or through website, emails, newsletters or any other means of communication violates this policy.

V. Permitted Use

Subject to these Terms of Use, CFL hereby grants you the right to access and use the CFL website and service. The CFL membership is intended for your personal, non-commercial use only. CFL retains all rights with respect to our services, content, Learning Objects, Units, and other forms of intellectual property, except such rights as we may expressly grant to you in this agreement or any other express written agreement. You agree not to republish, download, or otherwise distribute the materials that you encounter on the CFL website unless we specifically authorize you to do so. The content and software on the CFL website (including, but not limited to, our databases, tools, applications, Learning Objects, Units, unique compilations of data and other processes) are the proprietary property of CFL (and/or our business partners) and are protected by U.S. and international copyright and other intellectual property laws. You agree not to frame, or assist third parties in framing, any of the web pages contained on CFL's website. Such framing is strictly prohibited under this Agreement.

The CFL Digital Lessons site allows Users to access certain works for educational usage, for example, downloading or incorporation into a lesson. Depending upon the type of usage allowed, as indicated by the particular material, you may download the material, reproduce the material, create derivatives of the material, or be restricted from any such usage. The exact allowable type of access and use for users is determined based upon the input of the actual creator/owner of the material.

Additional fees may apply depending upon the particular material or Learning Object being downloaded. You will be informed prior to purchasing the materials as to the cost and any additional rights or limitations associated with the particular material. Payment of these additional fees must be made at the time of download.

Users are limited in accessing and downloading Learning Objects or Units in accordance with the license purchased at the time of registration. In the event that a User desires additional rights, downloads, or further access to Content, the User must purchase accordingly.

Each download, including those for which payment was made, is limited to a single use of the material. At no time are you allowed to reuse the material in any manner. In the event that you would like to use the same material for a subsequent use, you must first download it as set forth above and make any payments required.

VI. No Unlawful or Prohibited Use

As a condition of your use of CFL's website you warrant to CFL that you will not use CFL's website for any purpose that is unlawful or prohibited by these Terms of Use. You agree not to use CFL's website in any manner that could damage, disable, overburden or impair CFL's website.

VII. Member Conduct

As a member of the CFL website service, you agree to the rules of conduct specified herein and that any content, code or website that you upload, post, link to or otherwise transmit through CFL's website service:

  1. Will not restrict or inhibit any other user from using or enjoying CFL's services;
  2. Will not be unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or racially, ethnically, religiously or otherwise objectionable;
  3. Will not be obscene or contain child or other pornography;
  4. Will not violate any law, statute, ordinance or regulation;
  5. Will not contain advertising, promotional materials, SPAM or any solicitation for the sale of any product or service;
  6. Will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or right of publicity or privacy;
  7. Will not be content that you do not have a right to transmit under any law or pursuant to any contractual or fiduciary relationship;
  8. Will not contain software, computer code, routine, file, application, component or program designed to interrupt, harm, destroy, infiltrate or limit the functionality of any computer software or hardware or telecommunications equipment (including, but not limited to, any virus, time bomb, Trojan horse, cancelbot, worm or other harmful or disruptive element);
  9. Will not interfere with or disrupt CFL's website, servers and networks or the website, servers and networks connected to CFL's website, or disobey any requirements, procedures, policies or regulations of networks connected to CFL's website.

You specifically agree that you will not data mine, reproduce, reverse engineer or distribute in any way, information, software, unique data compilations or other material from the CFL Digital Lessons site,

If you have any questions about the appropriateness of any content, file, code or website that you wish to upload, post, link to or otherwise transmit through CFL's website or services, please contact 1.800.767.9090 (Mon.-Fri., 8:00 a.m. - 4:30 p.m. EST) or e-mail us at customerservice@centerforlearning.org.

VIII. Public and Private Content Posted

We retain the right to monitor all content posted to our website and retain the right in our sole and absolute discretion to refuse or to remove any content that violates these Terms of Use or that we, in our sole and absolute discretion deem otherwise objectionable. However, we rely upon the goodwill of our users and, accordingly, do not make any representation or warranty to our users that we will in fact monitor all content. If you encounter any content that you believe violates these Terms of Use, any rule of law, or in any way seems unprofessional, inappropriate or offensive please contact us at 1.800.767.9090 (Mon.-Fri., 8:00 a.m. - 4:30 p.m. EST) or e-mail us at customerservice@centerforlearning.org.

We may preserve content and may also disclose 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 these Terms of Use; (c) respond to claims that any content violates the rights of third-parties; or (d) protect our rights, property or personal safety, or the rights, property or personal safety of our users and/or the general public.

The CFL Digital Lessons site allows users to post, upload to, distribute, submit, or publish content (including, but not limited to text, images, files, reviews, ratings, testimonials, lessons or any other matter). Any such material may be made available to other users, as their materials may be made available to you. In order to permit all users of the CFL Digital Lessons site to use what you create using the CFL website, you acknowledge and agree that all right, title and interest in and to any lesson, material, images, photos, videos, voice recordings or other content whatsoever developed by you using the CFL Digital Lessons site (jointly and severally, the "Created Content") will vest in CFL and you hereby agree to assign to CFL for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all right, title, and interest that you may possess in the Created Content, including, but not limited to, all copyright, patent, and proprietary rights related thereto. CFL will have the right to obtain and to hold in its own name or in the name of other parties all copyrights, patents, registrations or such other protection as may be appropriate respecting the Created Content, and any extensions and renewals of such rights, and you acknowledge that CFL will have the right to allow other Users to use the Created Content. In addition, at the request of CFL, you agree to execute any documentation, including assignment documents, requested by CFL for CFL to record such assignment of rights in the Created Content to CFL.

We disclaim any responsibility for any consequences that may result from the publication of any personally identifiable information that you provide within any content (including, but not limited to reviews, comments, blogs, public profile information or testimonials) that you upload to, distribute or publish on the CFL website. Accordingly, we strongly suggest that you carefully review and consider any content that you provide for upload, distribution or publication on any CFL website.

Any time you upload to, distribute, or publish original compositions and other original documents through the CFL website, such as but not restricted to essays, worksheets, lesson plans, reviews, recommendations, comments, photos, videos, audio, testimonials and other content, you retain the sole responsibility for protecting the privacy rights of third-parties with respect to this agreement. It is your sole responsibility to obtain any third-party consents that may be required before you may lawfully share, disclose or publish any information (including, but not limited to personally identifiable information) belonging to any third-party. We do not guarantee the privacy of any third-party information contained or referenced within any content that you provide, nor will we be responsible for the results of the public distribution or loss of any such content. You bear full responsibility and all risks associated with the use, maintenance, and retention of any such content, including any reliance on the accuracy, completeness, or usefulness of such content and you agree to defend and indemnify CFL and its owners, agents and employees from and against any liability resulting from such content that you provide.

IX. Information Not Verified

You acknowledge that it is not feasible for us to review the personal information for all our users, nor to review all third-party content and postings on our website (let alone the website of third parties to which our site may link). Accordingly, CFL cannot, does not and will not confirm the accuracy of any such information, content or postings. We advise you to exercise a reasonable degree of caution in dealing with such information, content or postings and other users on CFL's website and the websites to which CFL may provide a link.

X. Links

CFL's website contains links to other website and resources. Because we have no control over such sites and resources, you must agree that we are not responsible for the availability of such external sites or resources (although we are constantly monitoring to identify and remove any bad links that are on the CFL website that are not working properly), and that we do not endorse and are not responsible or liable for any content, advertising, products or other materials displayed on or available from such third-party website or resources. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance upon any such content, goods or services available on or through any such website or resource.

Furthermore, should you choose to register or create an account on other sites accessed from the CFL website, whether such site is operated by an CFL business partner or otherwise, you retain full responsibility for determining, understanding and agreeing to the terms of use and privacy and security policies associated with any such site or service, including any personally identifiable information you provide to such third-party and the activities that you perform on such sites. We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance upon any such content, goods or services available on or through any such site or resource.

XI. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF CFL'S WEBSITE, PRODUCTS, TOOLS AND SERVICES ARE AT YOUR SOLE RISK. SUCH WEBSITE, PRODUCTS, TOOLS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU FURTHER REPRESENT AND WARRANT THAT ANY MATERIALS UPLOADED TO THE CFL SITE BY YOU IS FREE OF ANY AND ALL ENCUMBERANCES BY ANY THIRD-PARTY. CFL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (i) OUR WEBSITE, PRODUCTS, TOOLS AND SERVICES WILL MEET YOUR REQUIREMENTS, (ii) OUR WEBSITE, PRODUCTS, TOOLS AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF WEBSITE, PRODUCTS, TOOLS AND SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH WEBSITE, PRODUCTS, TOOLS AND SERVICES WILL MEET YOUR EXPECTATIONS, AND/OR (v) ANY ERRORS IN THE SOFTWARE OR CONTENT ASSOCIATED WITH OUR WEBSITE, PRODUCTS, TOOLS AND SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR WEBSITE, PRODUCTS, TOOLS AND SERVICES IS OBTAINED AND USED AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH CFL (OR ANY OF ITS AGENTS OR EMPLOYEES) SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

XII. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CFL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE OUR WEBSITE, PRODUCTS, TOOLS AND SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR WEBSITE, PRODUCTS, TOOLS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR WEBSITE OR UTILIZING OUR PRODUCTS, TOOLS AND/OR SERVICES; OR (v) ANY OTHER MATTER RELATING TO OUR WEBSITE, PRODUCTS, TOOLS AND SERVICES.

XIII. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 11 AND 12 MAY NOT APPLY TO YOU.

XIV. Indemnification

You agree to defend, indemnify and hold CFL and its subsidiaries, affiliates, partners, officers, directors, agents, contractors and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content that you submit, post to or transmit through our website, products, tools and/or services, your use of our website, products, tools and/or services, your connection to our website, your violation of these Terms of Use, or your violation of any rights of any another person or entity.

XV. General Practices Regarding Use and Storage

You acknowledge that we may establish general practices and limits concerning use of our website, products, tools and services, including without limitation the maximum number of days that any uploaded content will be retained by us, the maximum disk space that will be allotted on our servers on your behalf and the maximum number of times (and maximum duration for which) you may access our website, products, tools and/or services in any given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any messages or other communications or other content maintained or transmitted by us. You further acknowledge that we have the right, in our sole and absolute discretion, to change these general practices and limits at any time, in its sole discretion, with or without notice.

XVI. Termination

You agree that we, in our sole discretion, may terminate your username and password, account or use of our website, products, tools and/or services, and remove and discard any content within our website, products, tools and/or services, for any reason, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms of Use or any law. We may also, in our sole and absolute discretion and at any time, discontinue providing our website, products, tools and/or services, or any part thereof, with or without notice. You agree that any termination of your access to our website, products, tools and/or services under any provision of these Terms of Use may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or our website, products, tools and/or services. Further, you agree that we shall not be liable to you or any third party for any termination of your access to our website, products, tools and/or services.

XVII. Intellectual Property

Our trademarks, service marks, trade names, logos and product and service names are trademarks, service marks and/or other intellectual property belonging to CFL. You acknowledge that CFL is the sole owner of the entire right, title and interest in the trademarks, service marks and other intellectual property and that CFL reserves all rights to the use of such intellectual property. All other trademarks and service marks appearing on our website, products, tools and/or services are the property of their respective owners. Unless otherwise noted, all other aspects of our website, products, tools and/or services are either copyright-protected or otherwise are the proprietary information and/or designs of CFL and CFL is the sole owner of the entire right, title and interest to such intellectual property.

XVIII. Intellectual Property Infringement Claims

It is our policy to respond to claims of intellectual property infringement. CFL will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, CFL will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Notices of claimed infringement should be directed to:

Registered Copyright Agent:

permissions@centerforlearning.org

Please put "Notice of Infringement" in the subject line of all such notifications. When CFL removes or disables access to any material claimed to be infringing, CFL may attempt to contact the owner/administrator of the site that contains such material in order to provide an opportunity to respond to the notification, although CFL makes no promise to do so. Any and all counter notifications submitted by the owner/administrator of the site will be furnished to the complaining party. CFL will give the complaining party an opportunity to seek judicial relief in accordance with the DMCA before CFL replaces or restores access to any material as a result of any counter notification.

XIX. General Information

These Terms of Use, including our Privacy Policy, constitute the entire agreement between you and CFL and govern your use of the CFL services. These Terms of Use, and your agreement to comply with these Terms of Use, will be a legal agreement between you and Center for Learning, Inc. and will be construed under and be governed by the laws of the State of Ohio, United States of America, without giving effect to any conflicts of law principles. Any dispute under or relating to these Terms of Use, or your agreement to comply with these Terms of Use, will be litigated in Cuyahoga County, Ohio, United States of America. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of these Terms of Use or your agreement to comply with these Terms of Use, the prevailing party will be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be awarded. The attorneys' fees may be set by the court in the same action or in a separate action brought for that purpose. If any provision of these Terms of Use are held to be in violation of any law or otherwise unenforceable, these Terms of Use will be deemed modified accordingly in order to comply with such law or to the extent necessary to be enforceable, and will otherwise continue in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of CFL's website, services, tools or products or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. You acknowledge that your CFL account may not be assigned without the prior written consent of CFL, which may be provide, withheld, conditioned or delayed at CFL's sole discretion.

The section titles in these Terms of Use are intended for convenience only and have no legal or contractual effect.

YOUR USE OF THE SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF ALL TERMS OF USE CONTAINED HEREIN.