The following terms and conditions govern your use of FluencyMatters.com (the “Site”), the purchase of products from the Site, and services related to the Site. The operator of this website is TPRS Publishing, Inc. doing business as Fluency Matters (“Fluency Matters” “us,” “our,” or “we”). By using the Site or purchasing products from the Site, you agree to be bound by these Terms and Conditions (the “Agreement”). If you do not agree to these Terms and Conditions, please do not use this Site.
If you have any questions regarding the meaning or application of this Agreement, please direct your questions to:
P.O. Box 13409
Chandler, AZ 85248
1. Who We Are and What We Do.
The Site provides resources to help teachers transform world language education by using 21st century strategies, technology and resources. Through the site, language facilitators are given access to level-appropriate language readers, as well as educational training tools offered through pre-recorded and on-demand webinars. Users of the Site can purchase readers based on difficulty level, unique words, and total word count.
2. Access to the Site.
This Agreement grants you a limited, revocable, nonexclusive license to access the Site for your own personal use. You may not sub-license your rights to a third party, and this license does not extend to any collection, aggregation, copying, duplication, display or derivative use of the Site nor any use of data mining or similar data gathering and extraction tools for any purpose unless expressly permitted by Fluency Matters. A limited exception is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to this Site, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent.
From time to time the Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which TPRS may undertake from time to time; or (iii) causes beyond the control of Fluency Matters or which are not reasonably foreseeable by Fluency Matters.
3. Unauthorized Copying is Prohibited and Will be Enforced.
Purchase of a print or electronic copy of any book or materials from the Site does not give you the right to copy, upload, publicly display or otherwise distribute the book or materials purchased. Fluency Matters owns and retains the copyright in all print and digital products sold on the Site. Multiple copies of the materials available from the Site are available for classroom use, but require that one copy of each item be purchased for every single student.
Licenses may be available for portions of the content which is available for use and/or purchase from the Site. Please contact the Site directly at firstname.lastname@example.org to inquire on the cost of those proportional licenses.
4. E-Course Subscriptions
An E-course contains 3 components and includes access to the online flipbook, the AUDIO book and various pre- and post-reading activities and quizzes. Two types of subscriptions are offered for the E-Courses: a premium class subscription and an individual subscription. An individual subscription gives a user access to the same 3 components, but the Class Subscription includes additional features, including the ability to upload students to a class list; assign quizzes and activities to the class; get grade reports for the students on your list. If a teacher requires assistance entering student emails to their e-course class, a $1 per email charge will be assessed. Teachers may not delete or swap more than 10% of class email list after 10 days of course initiation. Once a student has used the course, teachers cannot transfer the course to another student.
5. Payment To Fluency Matters/No Refunds
If your subscription payment is skipped (for insufficient fees, changes in your payment status or otherwise), our third-party processor will automatically attempt to draft the funds a second time five days later. If your account fails to draft a second time your membership will be canceled, you will be removed from the Site and forfeit all benefits of membership.
All payments are final. No portion of any amounts paid to Fluency Matters is ever refundable unless we expressly state otherwise.
6. Limited Warranty/Disclaimer of Liability.
Fluency Matters makes no representations or warranties as to the truth or accuracy of any information or opinions presented on the Site. Although the Site provides guidance on how to teach and achieve language proficiency, it does not guarantee any result to any user.
This Site and its contents are provided “as is” without warranties of any kind, whether express or implied, including without limitation any warranty as to the accuracy, availability, completeness, reliability, title, currency or content of any information or material provided by or through this site, and the implied warranties of merchantability or fitness for a particular purpose. Your use of the Site is at your sole risk. You assume full responsibility for all costs associated with your use of the Site, and that Fluency Matters shall not be liable for any damages of any kind related to your use of the Site.
IN NO EVENT SHALL FLUENCY MATTERS, OR ANY DIRECTOR, OFFICER, EMPLOYEE, LICENSOR, DISTRIBUTOR, SUPPLIER, AGENT, RESELLER, OR OPERATOR OF THE SITE, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE, (V) ANY VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
7. Eligibility and Responsibility of Account.
To use portions of the Site, you must create an account with the Site. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, whether expressly authorized by you or not. You are responsible for keeping your account password secure. You may change your password at any time by updating your Account Profile. In addition, you agree to immediately notify Fluency Matters of any unauthorized use of your password or account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section or to secure your account and password, including but not limited to selecting a password that is easily compromised. You are not allowed to use another customer’s account without that customer’s permission. Unless previously notified otherwise, we will assume that anyone visiting our Site with a correct account and password combination is an authorized user of that account.
To create an account on the Site, you must be at least eighteen (18) years of age. If you are under 18 years of age, you must obtain parental consent before creating an account on the Site.
By posting to the Site, you represent that you possess the capacity to enter into a binding contract and are not a person barred by any laws from using our Site, or that you have received permission from a parent or legal guardian to post to the Site. You agree to provide true, accurate, current and complete information about yourself in all required fields of the registration form. If any of your information changes, you agree to update your registration information as soon as possible. If we have reason to suspect that your registration information is not complete, current, or accurate, or that you have otherwise violated this Agreement, your account will be subject to suspension or termination, in our sole discretion, and you may be barred from using the Site.
We reserve the right to change this Agreement at any time. We will announce any changes by posting a revised draft of this Agreement on the Site. You can determine when this Agreement was last revised by referring to the “Last Updated” information contained herein. If a change is, in our sole discretion, material, we will notify you of the change if you are an active member of the Site. By continuing to use the Site following such changes, you will be deemed to have agreed to such changes. You agree to review this Agreement periodically to be aware of any such changes. Your use of certain services on the Site may be governed by additional rules, which will be available on the Site. By using any service you acknowledge that you have reviewed all rules for the service in question and agree to be bound by them.
We also reserve the right, at any time, to: change or discontinue any content or feature of the Site or any services or products made available through the Site without notice; and/or offer opportunities to some or all users of the Site. You agree that we will not be liable for any modification, suspension or discontinuance of the Site or of any service, content, feature or product offered through the Site. Your continued use of the Site after such changes will indicate your acceptance of such changes.
From time to time, in our sole and absolute discretion, without any notice or liability to you, we may change, move or delete portions or features of the Site, or we may add new areas or features to the Site.
9. Copyrights, Trademarks and other Intellectual Property Rights.
All materials, including images, illustrations, designs, icons, photographs, text, software, graphics, videos, music and sound that are part of the Site are protected by U.S. and state copyright laws, international treaties and other intellectual property laws. All copyrighted or trademarked material or other intellectual property used on the Site is owned by us or others who have given us permission to use their protected intellectual property. The Site as a whole is also protected by copyright law and is owned by us.
The materials on the Site, and the Site as a whole, are intended solely for your personal, noncommercial use. You may not reproduce, publish, transmit, distribute, display, modify, create derivative works of, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the intellectual property on the Site, the Site as a whole, or any related software without the prior written permission of Fluency Matters or the owner of that intellectual property. Further, you may not frame any of the Site content, deep-link to the Site, trespass or scrape the Site with automated agents without prior written consent of Fluency Matters.
All Fluency Matters materials are protected by U.S. Copyright Law. No portion of any book, unless represented as reproducible, may be reproduced or used in any manner without the express written consent from Fluency Matters. Unlawful duplication of materials and file sharing, including photo-copying, scanning, uploading to a server, disseminating materials via email, or posting on the internet, regardless if a site is password-protected, is strictly prohibited and punishable by law.
10. Third-Party Content.
The Site may contain content supplied by parties other than Fluency Matters. Any advertisements, solicitations, opinions, advice, judgments, statements or other information or content expressed or made available by such third parties, are those of the respective author(s) and not of Fluency Matters. We make no guarantees as to the accuracy, completeness or usefulness of any content or service provided, nor its merchantability or fitness for a particular purpose.
Fluency Matters is not responsible for the actions or inactions of any users of the Site, including the actions or inactions of any service professional listed on the Site.
11. Conduct When Posting.
You may be permitted to post on the message board or blog of the Site. You may not post or transmit any material or content on or through the Site:
(a) that violates or infringes in any way upon the rights of others;
(b) that discloses private personally identifying information of another person that could lead to identity theft;
(c) that discloses health related information of another person;
(d) that discloses confidential, proprietary information or trade secrets;
(e) that solicits, encourages, or promotes the use of illegal substances or activities;
(f) which is unlawful, threatening, abusive, harassing, defamatory, libelous, derogatory, constitutes invasion of privacy or publicity rights, is fraudulent or tortious, vulgar, obscene, pornographic, bigoted or hateful, intimidating, profane, scandalous, pornographic, indecent or otherwise objectionable;
(g) that is protected by the copyright, trademark, trade secret or any other proprietary rights of anyone other than you;
(h) that expresses or implies that any statements you make are endorsed by us, without our prior written consent; or
(i) that gives rise to civil or criminal liability, encourages conduct that constitutes a criminal offense or otherwise violates any local, state, or federal law.
12. User Comments, Feedback and Other Submissions.
By submitting, disclosing, posting, transmitting or uploading any messages or data to the Site, you warrant and represent that you are the owner of those communications or that you have all rights necessary to submit, disclose, post, upload, transmit and otherwise use any such communications for your intended purpose. By posting information or content to the Site, you grant, and you represent and warrant that you have the right to grant, and that you do grant to Fluency Matters an irrevocable, perpetual, fully-paid, worldwide non-exclusive license to use, copy, perform, display and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. If you do not agree to this license, do not post on the Site.
We may not be able to review all materials posted to the Site by users and we are not responsible for any materials posted by users. We reserve the right at all times to disclose any information necessary to satisfy any law, regulation, government request or court order to edit, refuse to post or to remove information or materials in whole or in part, that are the subject of a complaint or a report of abuse or that in our sole discretion are objectionable or in violation of this Agreement or as otherwise required by law or court order.
You agree to indemnify, defend and hold harmless Fluency Matters and its directors, officers, employees, agents and shareholders, and defend any action brought against us or them with respect to any claim, demand, cause of action, debt or liability, including but not limited to reasonable costs and attorneys’ fees, arising out of the use of the Site, or the violation of any of the provisions of this Agreement, by you or anyone accessing our Site under your account.
14. Governing Law and Jurisdiction.
This Agreement is entered into in the State of Arizona and is governed by the laws of the State of Arizona and by the federal laws of the United States, without reference to conflict of laws principles. You agree to the exclusive jurisdiction of the state and federal courts in Arizona to adjudicate any dispute arising out of or relating to this Agreement or your use of our Site or purchase of materials through the Site. You also expressly consent to the personal jurisdiction of the state and federal courts in Arizona for any such action.
15. General Provisions.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be stricken from this Agreement and the remaining provisions shall be enforced. Our failure to act with respect to any breach of this Agreement by you is not a waiver of our right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or your rights hereunder, and any attempt to do so is void. Fluency Matters shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond its control. You must comply with all applicable laws and regulations relating to your access to and use of the Site. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof and supersedes any prior understandings or agreements with respect to such subject matter.
Fluency Matters may terminate your authorization to use the Site at any time, in our sole discretion. Upon any such termination, your right to use the Site will immediately cease. You agree that any termination of your access to or use of the Site may be effected without prior notice.
17. Links to Other Sites.
For your convenience, Fluency Matters may provide links on the Site to websites that are not operated by Fluency Matters, including links to websites that sell products. We do not control such web sites and are not responsible for their contents, products or operation. These links do not mean that Fluency Matters endorses, approves or sponsors the linked sites or any information, products or services contained on those sites. We are not liable for any damage that might result from your use of the information, products or services obtained. Your use of such websites is entirely at your own risk.
18. No Agency/ No Third Party Beneficiary
There is no agency, partnership, joint venture, attorney-client, employee-employer or franchiser-franchisee relationship intended or created by this Agreement. Nothing in this Agreement is intended to benefit any third party.
19. Digital Millennium Copyright Act Compliance Notice.
If you believe any of the content on our Site infringes your copyrights, you may send us a notice of alleged infringement that complies with the Digital Millennium Copyright Act.
Fluency Matters will process notices of alleged infringement that it receives and will take appropriate actions as required by the Digital Millennium Copyright Act (the “DMCA”) and other applicable intellectual property laws. Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to Fluency Matters’s designated agent:
Maria Crimi Speth
3200 N. Central Ave, Suite 2000
Phoenix, Arizona 85012
To be effective, the notification must be in writing and must comply with the DMCA, 17 U.S.C. §512(c)(3). Notices that do not comply with the law will be disregarded.
20. Return Policy
Returns after 30 days are subject to a minimum 25% restocking fee. There are no credit or refunds on damaged materials.
Returns over $500 need prior authorization. No returns accepted after 45 days. NO RETURNS ON CD’s, DVD’s or reproducible materials. NO REFUNDS ON SHIPPING CHARGES.
Any returns shipped to PO Box will be refused. All returns must be shipped via UPS to:
540 Jensen Drive
Medford, WI 54451