Register

This Online Services Agreement (the “Agreement”) is made by and between The Jewish Lens, Inc., a New York corporation having a place of business at 25 East 83^rd Street, Suite 6C, New York, NY 10028 (“TJL”), and the party named as the “Subscriber Organization” (“Subscriber”) during the registration process on the Site (as defined below), and is effective as of the date the Subscriber submits its registration information (the “Effective Date”). TJL and Subscriber may be referred to as a “Party” and collectively, as “Parties”.

BY CLICKING ON THE “I ACCEPT” OPTION WHILE REGISTERING TO USE THE CURRICULUM (AS DEFINED BELOW), (i) YOU HEREBY AGREE THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THE SUBSCRIBER, (ii) SUBSCRIBER HEREBY ACKNOWLEDGES THAT THIS IS A LEGALLY BINDING AGREEMENT BETWEEN SUBSCRIBER AND TJL FOR A LICENSE TO THE CURRICULUM, AND (iii) SUBSCRIBER HEREBY ACKNOWLEDGES AND ACCEPTS THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THE SUBSCRIBER OR SUBSCRIBER DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, SUBSCRIBER MAY NOT USE THE CURRICULUM AND YOU SHOULD IMMEDIATELY CLICK ON THE “I DO NOT ACCEPT” OPTION.

1. Curriculum. TJL owns and hosts an online curriculum and supporting materials for educational programing, including certain online materials, photographs, videos, lesson plans, and teacher trainings (the “Curriculum”) available at www.jewishlens.org (the “Site”).
2. Representatives. Subscriber desires the two (2) authorized employees of Subscriber (the “Representatives”) named during the registration process to access and use the Curriculum
3. Grant. Subject to Subscriber’s compliance with the terms and conditions set forth herein, and in consideration of Subscriber’s payment of the Subscription Fee (as defined below), TJL hereby grants to Subscriber the non-exclusive, non-transferable, non-sublicensable, revocable license and right for its Representatives to access and use the Curriculum during the Term (as defined below) solely in strict accordance with the terms hereof. All rights not expressly granted herein are reserved to TJL.
4. Term. The term of this Agreement shall be for a period of one year commencing on the Effective Date (the “Term”).
5. Subscription Fee. In consideration of the rights granted hereunder, Subscriber shall pay to TJL a fee of $250, unless otherwise stated on the Site’s registration page on the Effective Date or agreed to in writing by TJL (the “Subscription Fee”), payable to The Jewish Lens, Inc. and mailed to 25 East 83^rd Street, Suite 6C, New York, NY 10028 or submitted via PayPal.
6. Conditions of Use.
   1. The Curriculum contains copyrighted and other proprietary materials. Subscriber hereby agrees not to, and shall cause the Representatives not to, reproduce the Curriculum in whole or in part by any means, including by printing, without the express prior written consent of TJL; provided, however, that Curriculum materials identified as “worksheets” may be printed for the personal, noncommercial use of the Subscriber in connection with use of the Curriculum as a whole, preserving all copyright notices embedded within those worksheets. For clarity, the Subscriber acknowledges that, except as otherwise specified in this Section 6, no Curriculum materials, lesson plans or photographs may be printed or otherwise reproduced in any form, including digital, without the express prior written consent of TJL.
   2. Subscriber understands and acknowledges that the Curriculum is dynamic and may be subject to change at any point during the Term and that TJL is not responsible for notifying Subscriber of any new versions, upgrades, modifications or enhancements of any portion of the Curriculum or for maintaining the availability of any earlier version of the Curriculum.
   3. Access to the Curriculum via the Internet is permitted under the terms of this Agreement solely to the Representatives. Access to the Curriculum may not be transferred to users other than the Representatives or used for the benefit of any third-party institutions (i.e., if Individual A has access to the Curriculum as a representative of a certain school, Individual A may NOT access the Curriculum for a summer camp, unless that summer camp is also a Subscriber to the Curriculum and has named Individual A as one of its two representatives).
7. Authorized Use.
   1. The license granted hereunder for the Curriculum is for the unlimited use of the Subscriber.
   2. Subscriber shall only permit the Representatives to access the Curriculum and shall take all reasonable security measures to prevent unauthorized access to the Curriculum. Subscriber shall not compromise the security of the Site through its actions or inactions. At all times hereunder, Subscriber shall remain liable for ensuring that all use shall be in compliance with the terms of this Agreement. Subscriber shall not sublicense, lease, rent, sell, donate, assign or transfer the Curriculum or the rights granted hereunder or make copies of the Curriculum except as expressly authorized hereunder. Subscriber may not change the Representatives without the express prior written consent of TJL.
8. TJL Content and Copyright. Subscriber acknowledges and agrees that all copyrights, trade secrets, patents and other intellectual property rights in and to the Curriculum are and shall remain vested in TJL and its designees. Subscriber shall not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in Section 6), create new works from, distribute, perform, display or in any way exploit, any of the Curriculum in whole or in part.
9. Site Use. Subscriber acknowledges that it has, and has caused the
   Representatives to, read the Terms of Use and Privacy Policy for the Site, as posted on the Site. Their use of the Site is subject to such Terms of Use and Privacy Policy. Subscriber shall, and shall cause the Representatives to, comply with such Terms of Use.
10. Lawful Conduct. Subscriber shall, and shall cause the Representatives to, comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Curriculum and the Site, including without limitation those related to privacy and electronic communications. Subscriber shall not, and shall cause the Representatives not to, use the Curriculum or the Site in any way that is unlawful, harassing, libelous, defamatory, or threatening. Subscriber understands and acknowledges that third party software, content, information or other material presented to Subscriber through the Site or by third parties may be protected by copyrights, trademarks, patents or other proprietary rights and laws. Subscriber shall not, and shall cause the Representatives not to upload, post, copy, display, reproduce or distribute any software, content, information or other material protected by such intellectual property rights (including rights of publicity and privacy) without first obtaining the permission of the owner of such rights.
11. Personal Information. Subscriber shall not, and shall cause the Representatives not to, upload, post or otherwise make public through their use of the Site any personally identifiable information about any student of Subscriber, including any student’s name, identification number or other information that could be used to identify a student or otherwise link any Subscriber Content (as defined below) to an individual student.
12. FERPA and Other Consents. The Family Educational Rights and Privacy Act (20 U.S.C. Sec. 1232(g)) and the regulations thereunder (34 CFR Part 99) (collectively, “FERPA”) impose certain obligations and restrictions onto “educational institutions or agencies” (such as Subscriber) relating to the handling and disclosure of students’ personally identifiable information. Subscriber hereby: (1) acknowledges and agrees that TJL can rely, is relying and will continue to rely on Subscriber’s full compliance with the applicable obligations imposed by FERPA, as any such obligations may be amended or modified from time to time; and (2) expressly waives and releases TJL from and against any and all claims, actions, damages and liability arising, directly or indirectly, in connection with TJL’s access to, receipt of or use of such data.

    Subscriber acknowledges and represents that it has obtained any and all student and parental consents required by all applicable privacy laws and otherwise necessary to use, store and post any materials, whether publicly posted or privately transmitted, that Subscriber and/or its Representatives, upload, post, email, transmit or otherwise make available on the Site (“Subscriber Content”) and any other student information or student-created content on any website provided by TJL (including without limitation the Site). TJL shall have no responsibility or liability with respect to such usage and storage.

13. Passwords. Subscriber agrees to accept all responsibility for all activities that occur under all Subscriber’s user names or passwords, whether conducted by Subscriber, any Representative, any agent of Subscriber or otherwise. Subscriber agrees not to, and will cause each Representative not to, sell, transfer or assign any of its accounts or allow others to use them. For clarity, Subscriber shall not, and shall cause the Representatives not to, allow any student to use Subscriber’s user names or passwords to access or use password protected Site services. Subscriber shall be responsible for maintaining the confidentiality of all Representatives passwords’ and accounts, and Subscriber shall not, and shall cause each Representative not to, disclose passwords to third parties or otherwise enable access by third parties to the Curriculum. Subscriber agrees to immediately notify TJL of any unauthorized use of any password or account assigned to Subscriber or any other breach of security or confidentiality thereof, and in such event TJL shall have the right, without limitation of any other rights under this Agreement, at law or in equity, to terminate any such account or this Agreement in its entirety.
14. Disclaimer of Warranties and Limitation of Liability.
    1. THE CURRICULUM IS LICENSED “AS IS” WITHOUT WARRANTY OF ANY KIND. TJL AND ITS AFFILIATES AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES FOR INFORMATION DATA, DATA PROCESSING SERVICES, DATA OR CONTENT MAINTENANCE OR STORAGE, UPTIME OR UNINTERRUPTED ACCESS, OR ANY WARRANTY OF ACCURACY, TIMELINESS, QUALITY, THOROUGHNESS, COMPLETENESS, USE OR APPLICATION, AVAILABILITY, ADEQUACY AND SUITABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, QUALITY, OR PERFORMANCE. TJL DOES NOT WARRANT THAT ANY FUNCTIONS CONTAINED IN THE CURRICULUM OR THE SITE ARE ERROR FREE OR THAT DEFECTS IN THE CURRICULUM OR SITE WILL BE CORRECTED. THE SUBSCRIBER SHALL BEAR THE ENTIRE RISK RELATING TO QUALITY, PERFORMANCE AND SUITABILITY OF THE CURRICULUM AND SITE. TJL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CURRICULUM OR SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY THIRD-PARTY CONTENT ACCESSED THROUGH HYPERTEXT LINKS IN THE CURRICULUM OR SITE. TJL EXPRESSLY DISCLAIMS ANY ENDORSEMENT OF, RESPONSIBILITY FOR, OR RELATIONSHIP OF ANY KIND WITH ANY THIRD-PARTY SITES ACCESSIBLE THROUGH HYPERTEXT LINKS. NO ADVICE BY TJL OR A TJL-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
    2. TJL’S CUMULATIVE LIABILITY TO SUBSCRIBER OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE SUBSCRIPTION FEE PAID TO TJL FOR THE USE OF THE CURRICULUM. IN NO EVENT SHALL TJL, NOR ANY OF ITS SUBSIDIARIES, DIVISIONS, AFFILIATES, AGENTS, REPRESENTATIVES OR LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF TJL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE CURRICULUM OR SITE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE CURRICULUM OR SITE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF THE CAUSE, IN THE CURRICULUM OR SITE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE PROVIDERS OF ANY THIRD PARTY SOFTWARE INCLUDED IN THE CURRICULUM OR AVAILABLE ON THE SITE BE LIABLE TO SUBSCRIBER OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, ACTUAL, INCIDENTAL, PUNITIVE OR ANY OTHER DAMAGES WHATSOEVER. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO SUBSCRIBER.
15. Termination.
    1. This Agreement is for the Term. Except as specifically set forth herein, no refund or rebate of the Subscription Fee shall be made for any portion of the Term in which the Subscriber elects not to use the Curriculum.
    2. TJL may terminate this Agreement with cause or without cause upon thirty (30) days’ written notice, in which case, a pro rata portion of the Subscription Fee representing any unused portions of the Term shall be repaid to the Subscriber.
16. Title and Ownership. Subscriber acknowledges and agrees that the Curriculum, including, but not limited to, any images, photographs, animations, video, audio, music, and text and user documentation are proprietary products of TJL, its licensors and/or the author(s) protected under United States copyright laws and international treaty provisions, and other intellectual property and proprietary rights in effect in the United States and elsewhere, and that these rights are owned by TJL or by third parties and are valid and protected in all forms, media and technologies that exist now or are developed or created in the future. Subscriber further acknowledges and agrees that all right, title, and interest in and to the Curriculum, including all rights to patents, copyrights, trademarks, trade secrets and any other intellectual property and proprietary rights, are and shall remain with TJL, its licensors and/or the author(s). Subscriber acknowledges and agrees that this Agreement does not convey to Subscriber any title or interest in or to the Curriculum, but only a limited right of use revocable in accordance with the terms of this Agreement. Subscriber further agrees that it will protect the foregoing to at least the same extent as Subscriber protects confidential information owned by Subscriber.
17. Trademarks. JEWISH LENS and all related logos are trademarks and/or registered trademarks of TJL. No right, title, license, or interest to such trademark is granted hereunder, and Subscriber agrees that no such right, title, license, or interest shall be asserted by Subscriber with respect to such trademark. Subscriber agrees that it will not use TJL’s or its licensors’ names or marks or employee names, or adaptations thereof, in any advertising, promotional or sales literature without TJL’s, or its licensors’ prior written consent. Subscriber shall inform TJL promptly in writing of any alleged infringement of TJL’s or its licensors’ rights and of any evidence thereof.
18. Governing Law: This Agreement is governed by, and is to be construed and interpreted in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. The exclusive venue for any action relating to this Agreement shall be the state and federal courts in New York County, New York, and each party expressly consents to the jurisdiction of such courts.
19. Miscellaneous.
    1. Complete Agreement. This Agreement, together with the terms of use and privacy policies governing the use of any TJL website, including but not limited to the Site, is the complete agreement between the Parties with respect to its subject matter and supersedes all previous agreements and understandings, whether oral or written, between the Parties. This Agreement may not be modified or amended except in a writing signed by both parties.
    2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provisions(s), with all other provisions remaining in full force and effect.
    3. No Waiver. The failure of either Party to enforce any right or provision in this Agreement or take action against the other Party in the event of any breach hereunder shall not constitute a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
    4. Confidentiality. Subscriber acknowledges and agrees that the terms and conditions of this Agreement shall be kept confidential at all times, and Subscriber shall not use or divulge such knowledge to any third party without TJL’s prior written permission. The terms of this paragraph shall survive the expiration or earlier termination of this Agreement.