| >>It’s long and it looks kind of complicated, but it basically says you can’t steal our method.
I. Contract Formation A. Nature of the Document This document (the “Agreement”) is a legal agreement between the purchaser or visitor (”you”) and Grammatix, Inc., a Florida corporation (”Grammatix”), which contains the terms and conditions (”terms”) that must be complied with if you use the services or products offered by Grammatix. You represent that you have the right to enter into legally binding contracts (that is, you are not a minor or any other person who cannot enter into legally binding contracts). If you are not the person on whose behalf you are acting (that is, if you are that person’s parent, guardian, friend, et cetera) then you represent that you have the authority to act on that person’s behalf, or that you agree to be liable for any damages arising out of your representation of that other person. You further agree that “you” in this contract may designate you AND/OR the person on whose behalf you are acting, depending on context and the interpretation that grants the greatest number of rights to Grammatix. B. Non-negotiability of Terms WARNING *** YOU MAY USE GRAMMATIX PRODUCTS AND SERVICES ONLY IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS IN THIS AGREEMENT. PLEASE READ ALL TERMS CAREFULLY BEFORE ACTING. IF YOU USE GRAMMATIX PRODUCTS OR SERVICES, INCLUDING THE GRAMMATIX WEB SITE OR GRAMMATIX METHOD (DEFINED HEREIN), YOU ACKNOWLEDGE THAT YOU HAVE READ ALL THE TERMS IN THIS AGREEMENT AND AGREE TO BE BOUND BY THEM. C. Acceptance or Rejection of Agreement If you do not agree to these terms, then Grammatix is unwilling to allow you to use its products or services. DO NOT TRANSACT BUSINESS WITH GRAMMATIX OR USE ITS SERVICES, AS SUCH ACTION CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. II. Intellectual Property Rights This section pertains to Grammatix’s ownership and control of the Grammatix Method as defined below. A. Definition of “Grammatix Method” For the purpose of this Agreement, the term “Grammatix Method” means
You recognize that Grammatix makes every attempt to make the Grammatix Method available to the general market while still protecting it from competitors. B. With Respect to Grammatix Classes 1. Classroom Activity You agree not to record any classroom event (defined below) in any way or through any means now existing or to be invented or discovered in the future. You agree not to store, transmit, broadcast, or otherwise share information about any classroom event through any means now existing or to be invented or discovered in the future. Grammatix reserves the right to record, store, transmit, or otherwise share classroom events or information about classroom events, subject to the restrictions outlined below in the section entitled “With Respect to Your Intellectual Property.” a. Definition of “Classroom Event” For the purpose of this Agreement, the phrase “classroom event” means any event that occurs in the designated classroom space, whether before class, during class, or after class. It also includes any event that occurs in the designated classroom space during break time. Further, the definition of “classroom event” will include any exchange that occurs on a web page, electronic discussion board, electronic chat room, e-mail correspondence, or other electronic forum administered by Grammatix (or in which Grammatix participates and of which no other company can rightfully claim ownership). C. With Respect to Materials Grammatix retains intellectual property rights to all materials published, authored, distributed, or copyrighted by Grammatix. You may be granted license to review and study the Grammatix Method (as defined above), but NOT to share the Grammatix Method with anyone, although you may be allowed to use the Grammatix Affiliate Program as it is defined in this document, provided you meet the requirements detailed in the section of this agreement entitled “With Respect to Intended Audience.” If you make the required payment in accordance with section III of this Agreement, and if you satisfy the audience requirements described below, you are granted permission to download an electronic publication from Grammatix. You are licensed to read the file containing that publication on ONE screen at a time, or to print out and maintain ONE hard copy of that publication at a time. You may not circulate any Grammatix publication without specific permission granted in writing by Grammatix. In NO WAY do you assume ownership of any kind of the Grammatix Method or of any publication of Grammatix. D. With Respect to Intended Audience Grammatix makes every effort to maintain control over the Grammatix Method (defined above). For this reason, Grammatix FORBIDS you to access, learn about, imitate, or otherwise use the Grammatix Method for any purpose OTHER THAN your own improvement on a standardized test, unless you are an affiliate of Grammatix as described elsewhere in this Agreement, except that:
Further, you recognize that you are only licensed to use and study the Grammatix Method, not to share it with others, except as may be provided in a separate written agreement between you and Grammatix. E. With Respect to Your Intellectual Property You retain the rights to use of your name and likeness. In the event that Grammatix decides to record a Classroom Event (defined above), you may refuse to allow Grammatix to publish your name and likeness. You agree that any strategy, tip, trick, or other intellectual creation conceived and made public by you during a Classroom Event becomes the intellectual property of Grammatix. Although you may use any strategy, tip, trick, or other intellectual creation discussed in a Classroom Event to increase your score on a standardized test, you agree that none of the said intellectual creations discussed during Classroom Events are your intellectual property. F. Intellectual Property of Third-Party Companies In order to teach effectively and in accordance with fair use principles, Grammatix purchases and distributes, or provides you an opportunity to order, copies of publications produced by third parties. Grammatix will never reproduce an identifiable part of a third-party publication, so you will need to maintain ownership of said publications in order to make full use of certain Grammatix products and services. III. The Grammatix.com Affiliate Program A. Nature of the Grammatix.com Affiliate Program Grammatix may allow you to enter into an “affiliate” relationship with it. The Grammatix.com Affiliate Program allows you to earn money by promoting Grammatix and its services to the internet community. If you are interested in such a relationship, please see the Affiliates Page for instructions on how to open an Affiliate account. B. Hold Harmless Agreement If you enter into an Affiliate Relationship with Grammatix, you acknowledge that the Grammatix.com Affiliate Program will operate according to the rules, guidelines, rates, and terms found in this agreement, in classroom events as described above, and at http://www.grammatix.com/affiliates.html. These rates and terms are subject to change at any time, with or without warning. You agree that Grammatix will not be held liable for any damages to you arising out of any involvement with the Affiliate Program. Grammatix will not be liable for any failure of hardware, software, or other systems associated with the Grammatix.com Affiliate Program. If you are dissatisfied with the Grammatix.com Affiliate Program, AND if Grammatix does not initiate the termination of your affiliate agreement with it, you have the right to terminate your relationship with Grammatix and receive a payout of the balance in your account on the next payout date. If you take such action, Grammatix reserves the right to refuse to enter into another Affiliate Relationship with you. C. Commissions and Payouts 1. Monthly Payouts Grammatix currently pays its affiliates a 45% commission on direct online sales, and a 5% commission on the direct online sales of affiliates referred by the affiliate in question (”Level 2 comissions”). Commissions are not paid on shipping, printing, or handling charges which are paid by the customer. Payments to affiliates are procesed on the first of each month for all activity during the previous month. In order to trigger a payout, you must accrue a due amount of $50. If your commissions due for a given month do not reach the trigger amount, then your commissions will be carried over to the following month. 2. Commission Reversal Commissions may be reversed for two reasons:
3. Termination of your Affiliate Relationship Grammatix also reserves the right to initiate the termination of your Affiliate Relationship with it, with or without warning, with or without cause. In the event of such a termination, you may not receive a payout of any funds in your account if Grammatix determines, in its sole discretion, that you have violated this agreement or the Terms found at http://www.grammatix.com/affiliates/agreement.html. IV. Payment A. Type and Method of Payment Grammatix will accept payment from you in US Dollars in the form of cash, check, or credit cards of its own choosing. At its sole discretion, Grammatix may also choose to accept payment in trade if such payment has already been discussed and agreed to by you and Grammatix. 1. Payment by Cash If you will pay by cash, you must sign and return a copy of this Agreement (with the necessary cash amount) to Grammatix. Until Grammatix receives payment in full from you, your order or registration is not complete, and Grammatix is not obligated to provide any product or service to you. You recognize that Grammatix is not responsible for any delivery of your cash payment to Grammatix. 2. Payment by Check If you will pay by check, you may sign and return a copy of this Agreement (with a check in the proper amount) to Grammatix. Until your check clears, your order or registration is not complete, and Grammatix is not obligated to provide any product or service to you. Grammatix will charge you an additional $50.00 service fee if your bank refuses to honor your check for any reason. 3. Payment by Credit Card If you pay by credit card, you must pay online through www.grammatix.com. You will indicate your acceptance of this Agreement electronically and enter the required information from your credit card into the Grammatix automated payment gateway. When you receive confirmation of your registration or directions for using your license, your transaction has been processed. B. Confidentiality of Payment Information Your online transactions occur over a secured server managed by a third party. If you transact your payment online, Grammatix does not store, send, or receive your complete payment information at any time. If you send a check, Grammatix keeps a copy of your check in its records. C. Refunds Grammatix cherishes its customers and business partners, and makes every attempt to satisfy them. Grammatix may elect to offer a full or partial refund to a customer, but IN NO EVENT WILL YOU BE ENTITLED TO A REFUND IF YOU ARE DISSATISFIED WITH ANY GRAMMATIX SERVICE OR PRODUCT. 1. Refunds for class enrollment Because class enrollment is limited and because Grammatix needs to plan its classes in advance, Grammatix reserves the right to refuse a refund to you at its sole discretion. You agree to exercise caution when selecting a class date. You also waive any right to a refund if Grammatix determines that the person whom you registered for a class behaves in a disruptive or inconsiderate way during a classroom event. If a refund is given, you agree to return to Grammatix all the publications you received from Grammatix, whether they are published by Grammatix, by a third party, or by you. You agree to remain bound by applicable sections of this Agreement, even in the event of a refund. 2. Refunds for Strategy Guides In the event that you are dissatisfied with a Grammatix Strategy Guide, you may request a refund of the license fee. If a full refund is given, your license to view the Strategy Guide in question becomes null and void, and you are still bound by applicable sections of this Agreement. 3. Refund procedures In the event that you are dissatisfied with your dealings with Grammatix, you agree to seek redress with Grammatix itself BEFORE seeking redress with any third party OR publishing any negative feedback. In the event that Grammatix is unable or unwilling to satisfy you, you retain your right to pursue redress with any third party, and/or to publish your opinion. D. Transferability You may elect, with the consent of Grammatix, to transfer your registration to a third party. In the event of such a transfer, Grammatix will require that said third party be bound by this Agreement in its entirety. V. Intent A. What Grammatix will Provide to You Grammatix will provide you with training and advice that relates to your performance on standardized tests. This training will be delivered in a manner consistent with your consumer decisions (i.e., through a class, web site, Strategy Guide, correspondence, et cetera, depending upon the products and services you select). B. Your Actions and Intent You agree not to engage in any activity that would, by commonsense standards, be deemed disruptive to Grammatix or its other clients. You further agree that you will not use any intellectual property of Grammatix (including but not limited to the above-described Grammatix Method) for any purpose other than the improvement of your own score on a standardized test, AND that you are not an officer, agent, employee, partner, or other associate of any business competing with Grammatix, UNLESS your only association with any competitor is that you are a student or ex-student of that competitor. VI. Waiver of Liability A. Disclaimer of Warranties and Guarantees Grammatix offers all services and products “as-is,” without warranty or guarantee, whether expressed or implied, of any kind. GRAMMATIX HEREBY DISCLAIMS ALL SUCH WARRANTIES OR GUARANTEES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF GRAMMATIX SERVICES AND PRODUCTS, WHETHER DELIVERED ELECTRONICALLY OR THROUGH ANY OTHER MEANS, IS WITH YOU. B. Hold Harmless Agreement You agree that Grammatix is not liable for any damages you may incur as a result of associating or doing business with Grammatix. This includes but is not limited to failure to achieve a desired score on a test, physical damage, mental distress, anguish, or any other damage of any kind. C. Additional Warranty and Guarantee Information SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY BY STATE OR COUNTRY. D. No Other Warranty GRAMMATIX DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO ANY GRAMMATIX PRODUCT OR SERVICE. VII. Remedies A. If you violate the terms of this Agreement, Grammatix reserves the right to refuse service to you, to terminate any existing license agreements, and/or to request the return of any products you have received from Grammatix. You agree to honor any such request by Grammatix at your own expense. Grammatix reserves the right to refuse a refund to you for any reason. Grammatix may also seek additional legal action against you if it determines that such action is warranted. You and Grammatix agree that, in any legal action arising out of this agreement, the prevailing party shall be entitled to recover the reasonable attorney’s fees incurred by such party in that action. B. If you are dissatisfied with your dealings with Grammatix, you agree to exhaust your opportunity to seek redress with Grammatix BEFORE you begin to seek redress through a third party or publish your opinion. You do NOT waive your right to contact third parties AFTER allowing Grammatix the opportunity to satisfy your complaint, but you recognize that contacting a third party BEFORE contacting Grammatix may void any right to representation by that third party. C. In the event that you misrepresent yourself AND/OR the person on whose behalf you are acting with respect to the section of this agreement entitled “With Respect to Intended Audience,” you agree to provide additional compensation to Grammatix in the amount of 100 times your gross annual profit (or that of the associated company in question), if any, from competing products in the year in which your misrepresentation occured AND in any subsequent years or fractions thereof. You also agree to pay Grammatix a penalty of US$10,000,000. Further, you agree to forfeit to Grammatix any stake you may have in said competing company. You acknowledge that this penalty, which will be exacted in addition to any other penalties, is extremely severe, and that it exists to deter competing entities from adapting, borrowing, or otherwise using the Grammatix Method. VIII. Jurisdiction This Agreement shall be governed by the laws of the State of Florida and of the United States. IX. Severability A. If any provision or portion of this Agreement is found to be void or unenforceable, the remainder of the Agreement will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in full force and effect. X. Exclusivity YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND GRAMMATIX RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, EXCEPT WHERE IT IS SPECIFICALLY AMENDED OR CHANGED IN A MUTUALLY AGREEABLE WAY IN WRITING. XI. Evolution of the Agreement This Agreement is subject to reasonable change at any time. For the current version of this agreement, see the Grammatix web site at www.grammatix.com. XII. Questions Should you have any questions concerning this Agreement, or if you desire to contact Grammatix for any reason, please write, call, or e-mail to: Grammatix, Inc., 9121 Barnstaple Lane, Jacksonville, Florida 32257, Telephone #1-800-511-9330, www.grammatix.com. |