Readable English
Terms of Service

These terms of service ("Terms of Service") are entered into by and between you and Readable English, INC. ("REINC," "we," "us" or "our") and govern your access to and use of the REINC website (and the service(s) provided through REINC's website), https://www.readablenglish.com/ (the "Site"), the Readable English Learning Portal accessible via the Site (the "Learning Portal"), and all other non-downloadable software, web applications, and other online and offline services referencing these Terms of Service, and all content and functionality associated therewith (collectively, the "Service").

Please read these Terms of Service carefully before you start to use the Service. By using the Service or by clicking to accept or agree to these Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Notice. If you do not want to agree to these Terms of Service or the Privacy Notice, you must not access or use the Service.

Unless we expressly state otherwise, the Service is offered and available to users who are eighteen (18) years of age or older. Except as otherwise authorized by us, if you are not at least eighteen (18), you must not access or use the Service.

For purposes of these Terms of Service, the following definitions apply:

"Order Form" means a written agreement or purchase order executed between you and REINC that specifies the services to be provided, pricing, and other terms specific to your subscription.

"Quote" means a written pricing proposal provided by REINC that, upon acceptance and execution by both parties, becomes an Order Form.

"Site" means a single educational institution location or campus as specified in your Order Form.

"Student Data" means any personally identifiable information from education records as defined by the Family Educational Rights and Privacy Act (FERPA).

"User" means an individual who has registered an account to access the Service.

You may use the Service when and as available. Although we generally intend for the Service to be available on an uninterrupted basis, it will not always be available (e.g., during maintenance, changes, outages and for other reasons). We further reserve the right to change, modify, eliminate and/or restrict or block access to all or any part of the Service, including any features or content displayed or made available through the Service, from time to time with or without notice to you, at our discretion. We will not be liable to you if for any reason all or any part of the Service is unavailable at any time for any period.

(a) You are responsible for: (i) making all arrangements necessary for you to have access to the Service, including without limitation, your Internet connection; and (ii) ensuring that all persons who access the Service through your Internet connection are aware of these Terms of Service and comply with them.

(b) You may use or browse certain functions, pages and/or content of the Service without first registering as a User. However, for complete access to the Service, including the Learning Portal, you will be required to register as a User. It is a condition of your use of the Service that all the information you provide as part of registering as a User or in connection with your use of the Service is accurate, current and complete.

(c) If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and you agree not to provide any other person with access to the Service or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your User account at the end of each session. You should use particular caution when accessing your User account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason.

(a) Privacy Notice. You agree that all personal information you provide to register with the Service or otherwise, including but not limited to through the use of any interactive features on the Service, is governed by our Privacy Notice, and you consent to all actions we take with respect to your personal information consistent with our Privacy Notice.

(b) Additional Terms. Your use of the Service is subject to any and all additional terms, policies, rules or guidelines applicable to the Service or certain features of the Service that we may post on or link to the Service (the "Additional Terms"). All such Additional Terms are hereby incorporated into, and made a part of, these Terms of Service.

(a) School Official Designation. REINC acknowledges that in the course of providing its services, it may have access to Student Data. For the purposes of these Terms and the provision of services, REINC staff and personnel working with such Student Data shall be designated as "School Officials" with a legitimate educational interest in accordance with 34 CFR § 99.31(a)(1).

(b) Control and Use. As School Officials, REINC agrees to remain under the direct control of the school or district with respect to the use and maintenance of education records and will use Student Data only for the purposes for which the disclosure was made.

(c) Upholding Responsibilities. Both REINC and the institution agree to uphold their respective responsibilities under FERPA, the Protection of Pupil Rights Amendment ("PPRA"), and the Children's Online Privacy and Protection Act ("COPPA"). The institution represents and warrants to REINC that it has obtained all necessary parental or guardian consents required under FERPA, PPRA, and COPPA before providing Student Data to REINC.

(a) Fees. All fees for the Service are set forth in the applicable Quote or Order Form executed between you and REINC. All fees are quoted in U.S. Dollars and are non-refundable except as expressly stated in these Terms of Service or in your Order Form.

(b) Student Licensing. Student licenses are billed based on enrollment tiers as specified in your Quote or Order Form. Student licenses purchased remain valid for the duration of the student's enrollment at your institution, subject to the continued validity of your institutional license.

(c) Teacher and Administrator Access. Access for teachers, specialists, and administrators is included in the institutional license at no additional per-user cost.

(d) Payment Terms. Unless otherwise specified in your Quote or Order Form, payment is due within thirty (30) days of the invoice date.

(a) REINC Content. The Service and all data, products, content, features and functionality ("REINC Content") are owned by REINC and are protected by international copyright, trademark, and other intellectual property laws. You may not commercially exploit or make the Service available to any third party.

(b) Your Content. You retain ownership of any content you upload ("Your Content"), but grant REINC a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display Your Content solely for the purpose of maintaining and operating the Service and providing services to you.

(c) Systems Data. All de-identified or aggregate statistical data generated by the use of the Service ("Systems Data") is the exclusive property of REINC.

(a) Access Rights. Your access to the Learning Portal is limited to the scope and number of users specified in your Quote or Order Form.

(b) Implementation & Coaching. REINC provides various support tiers (Standard, Premium, and Premium+) as well as virtual or on-site training options. The specific services provided are governed by the tier selected in your Order Form.

(a) Maintenance and Support Fee. Beginning in the second year of service, an annual Maintenance and Support fee applies per Site as specified in your Quote or Order Form. This fee covers system updates, single sign-on (SSO) maintenance, technical support, and rostering support.

(b) Fee Waivers. REINC may waive the annual Maintenance and Support fee under conditions specified in your Quote or Order Form or as otherwise communicated in writing.

(c) Automatic Renewal. Your subscription will automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. REINC will provide renewal notice at least sixty (60) days before each renewal date. Renewal terms and pricing will be as specified in the renewal notice or, if not specified, will be the then-current standard pricing for similar services.

THE SERVICE IS PROVIDED "AS IS" AND "WITH ALL FAULTS." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REINC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. REINC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REINC, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE USE OF OR INABILITY TO USE THE SERVICE. REINC'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU HAVE PAID TO REINC IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED DOLLARS ($500 USD).

You agree to indemnify, defend, and hold harmless REINC and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your violation of these Terms of Service; (c) your violation of any rights of another party; or (d) any content you submit through the Service.

(a) Term. These Terms of Service commence on the date you first access the Service and continue until terminated as provided herein.

(b) Termination by REINC. REINC may suspend or terminate your access to the Service at any time, with or without cause, with or without notice, and without liability.

(c) Termination by You. If you have an Order Form, you may terminate your subscription in accordance with the terms specified therein. Otherwise, you may cease using the Service at any time.

(d) Effect of Termination. Upon termination, your right to use the Service will immediately cease. REINC will make Student Data available for export for a period of thirty (30) days following termination, after which REINC may delete such data in accordance with its data retention policies.

15. Applicable Law and Forum

These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding arising out of or relating to these Terms of Service or the Service shall be brought exclusively in the state or federal courts located in San Francisco County, California, and each party irrevocably consents to the jurisdiction and venue of such courts.

(a) Entire Agreement. These Terms of Service, together with any Order Form, Quote, Privacy Notice, and Additional Terms, constitute the entire agreement between you and REINC regarding the Service and supersede all prior agreements and understandings, whether written or oral.

(b) Severability. If any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

(c) Waiver. No waiver of any term or condition of these Terms of Service shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

(d) Assignment. You may not assign or transfer these Terms of Service or any rights hereunder without the prior written consent of REINC. REINC may assign these Terms of Service without restriction.

All notices under these Terms of Service shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or three (3) days after being sent by certified mail, return receipt requested, to the addresses set forth below:

Legal Address: 109 Vendola Dr. San Rafael, CA 94903

Email: privacy@readablenglish.com