Spirit of Truth Digital Edition Terms and Conditions

Terms of Use for Spirit of Truth Digital Learning Platform

 

Last updated: September 3, 2020

  1. Introduction. 

Welcome to the Sophia Institute for Teachers (“we”, “us”, “our”, or “Sophia”) Spirit of Truth digital learning platform (“Service”).  Our Service is optimized for use in our mobile application or a web browser, and provides participating Catholic schools, parishes, and homeschooling parents (“you” or “your”) with a comprehensive digital religious education curriculum, including interactive student workbooks and assessments; teacher-, catechist-, or parent-led lesson plans; opportunities for communication with students within the platform; and access to Sophia’s technical and pedagogical support providers.   

THESE TERMS OF USE TAKE EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES. BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

The use of the Service by your Authorized Users (defined below), either in our mobile application or via a web browser, is subject to the terms and conditions contained in these Terms of Use and the terms set forth in any related Order Form (“Order”, and collectively with these Terms of Use, “Terms”).  Please read the Terms carefully before your Authorized Users access or use the Service.  If you are purchasing the license to access and use the Service for use by a school or parish, “Authorized User” means your students, administrators, teachers, catechists, staff and any other persons who are authorized by you to access and use the Services under the rights granted to you pursuant to these Terms of Use and for whom access to the Services has been purchased hereunder.  If you are a parent or guardian purchasing the license to access and use the Service for your child to use in connection with a particular school or parish, “Authorized User” means your child or children (referred to herein as “student” or “students”) who are authorized by you to access and use the Services under the rights granted to you pursuant to these Terms of Use and for whom access to the Services has been purchased hereunder.  If you are a parent or guardian purchasing the license to access and use the Service for use in an homeschool setting (either as an individual family or in a homeschool cooperative), “Authorized User” means your child or children (referred to herein as “student” or “students”), and any parent, guardian, or other persons who are authorized by you to access and use the Services under the rights granted to you pursuant to these Terms of Use and for whom access to the Services has been purchased hereunder. 

We may amend the Terms by posting the amended versions within the Service and/or on our website https://sophiainstituteforteachers.org/sotdetermsandconditions. You agree that the foregoing will constitute sufficient and effective notice.  By using the Service more than 30 days after we post an amended version of the Terms, you confirm your acceptance of the Terms as amended. If you do not agree with any of the changes, you and your Authorized Users must immediately stop using the Service, and your license to use the Service will immediately terminate.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT REQUIRES YOU TO RESOLVE DISPUTES WITH SOPHIA ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, AND NOT BY A JURY TRIAL. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

  1. DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION AND JURY TRIAL WAIVER. 

BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST SOPHIA ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS SECTION. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION AGAINST SOPHIA, AND WILL ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION BROUGHT AGAINST SOPHIA BY SOMEONE ELSE.

Most disputes that arise out of the use of the Service can be resolved quickly, informally, and with mutual satisfaction by reaching out to us at teachers@sophiainstitute.com.

If any dispute remains unresolved after that process, however, you and Sophia agree to have all disputes resolved by arbitration, which shall be final and binding on both parties, except disputes (i) that may be brought in an individual action in small claims court, or (ii) that relate to the ownership or enforcement of intellectual property rights. In addition, you and Sophia each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. In any such case, your waiver of the right to a jury trial and the class action waiver set forth in these Terms shall continue to apply.

“Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between you and Sophia concerning the Service or Terms, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and Sophia empower the Arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or the formation of this contract, including the arbitrability of any dispute and any claim that all or any part of the Terms are void or voidable.

CLASS ACTION AND JURY TRIAL WAIVERS. BY ENTERING INTO THE TERMS, YOU AND SOPHIA EACH EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. ADDITIONALLY, YOU AND SOPHIA AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER IN AN INDIVIDUAL CAPACITY AND THAT THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED IN ANY PURPORTED CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR ON BEHALF OF THE GENERAL PUBLIC, OTHER USERS, OR ANY OTHER PERSONS. As such, you and Sophia acknowledge and agree that each waives any right to participation as a plaintiff or a class member in a class action litigation or arbitration, or in any other collective or consolidated action, with respect to these Terms. Neither you nor Sophia may be a representative of any other potential claimants or class of potential claimants in any such dispute, nor may two or more participants’ disputes be consolidated or otherwise determined in one proceeding. This will also preclude you and Sophia from participating in or recovering relief under any current or future class, joint, collective, representative, or consolidated action brought by someone else. 

  1. Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (“AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of New Hampshire.

  1. Initiating Arbitration. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879.) The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of New Hampshire, and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the proposed list of arbitrators by the AAA, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

  2. Location and Procedures. If the claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Sophia submit to the Arbitrator, unless you request a hearing and the Arbitrator determines that a hearing is necessary. If the claim exceeds $10,000, arbitration may be conducted in person, through the submission of documents, by phone, or online, and your right to a hearing will be determined by the AAA Rules. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Hillsborough County, New Hampshire or in another jurisdiction to which you and Sophia agree in writing; provided, however, that if circumstances prevent you from traveling to New Hampshire, the AAA may hold an in-person hearing in the state where you reside. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

  3. Arbitrator’s Decision. The Arbitrator will render a written award within the time frame specified in the AAA Rules and shall provide a written decision with a statement of reasons if requested by either party. The Arbitrator may award declaratory or injunctive relief, but only in favor of the individual claimant, and only to the extent necessary to provide relief warranted by the claimant's individual claim. The Arbitrator shall not have authority to entertain any claim on behalf of a person who is not a named party, nor shall the Arbitrator have authority to make any award for the benefit of, or against, any person who is not a named party. The Arbitrator’s decision shall be final and binding on all parties. The Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. 

You and Sophia agree to submit to the exclusive jurisdiction of the state courts located in Hillsborough County, New Hampshire or the federal courts located in Merrimack County, New Hampshire in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

  1. Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Sophia will reimburse those fees for claims totaling less than $10,000 unless the Arbitrator determines the claims are frivolous or brought for an improper purpose (based on the standards set forth in Federal Rule of Civil Procedure 11(b)). Likewise, Sophia will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous or brought for an improper purpose (based on the standards set forth in Federal Rule of Civil Procedure 11(b)). The right to recover attorneys' fees and expenses set forth in the Terms supplements any right to attorneys' fees and expenses you may have under applicable law. You may not, however, recover duplicative awards of attorneys' fees or costs.

  2. Severability. If any part of this Arbitration Agreement, other than the class action waiver, is deemed or found to be unenforceable for any reason, the remainder shall be enforceable. The class action waiver is non-severable and if it is deemed or found to be unenforceable for any reason, the whole Arbitration Agreement shall be null and void.

       3. Privacy.

We are committed to transparency about Sophia’s privacy practices.  You can find the Privacy Policy applicable to the Service, which is incorporated into the Terms by reference, here https://sophiainstituteforteachers.org/SOTDEprivacypolicy.

  1. Your Responsibilities.

You agree that it is your sole responsibility to obtain and maintain any required consents necessary for your Authorized Users to participate in the Service.  If you are purchasing the license to access and use the Service for a school or parish, you also agree that it is your sole responsibility to interact with and respond to requests from parents and guardians of your student Authorized Users.  

Each participating school, parish, or homeschooling family must create an account with Sophia, and must create individual accounts for each Authorized User in order for the Authorized User to access and use the Service.  You are responsible for the information you provide to create the accounts. If you are a parent or guardian purchasing the license to access and use the Service for your child to use in connection with a particular school, or parish, and the school or parish facilitates the creation of your child’s account, then the previous sentence does not apply to you.

You are responsible for the passwords and access credentials associated with the accounts. You are responsible for keeping your passwords and access credentials confidential.  Neither you nor your Authorized Users will sell or transfer them to any other person or entity.  If you become aware of any unauthorized use of a password or access credentials, you agree to notify Sophia as promptly as possible. 

You are solely responsible and liable for all uses of the Service resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you. You shall use reasonable efforts to make all Authorized Users aware of these Terms as applicable to such Authorized Users’ use of the Services and shall cause Authorized Users to comply with these Terms.

You are solely responsible and liable for your interactions with Authorized Users with regard to your participation in the Service. Sophia reserves the right, but has no obligation, to become involved in any way with disputes between you and any Authorized User(s). 

You are responsible for making all arrangements necessary for your Authorized Users to have access to the Service and for ensuring that all Authorized Users who access the Service through your internet connection are aware of these Terms and comply with them.

  1.      Acceptable Use. 

Our goal is to create a respectful, positive, and safe environment for all Authorized Users.  In order to promote this goal, we prohibit certain kinds of conduct with respect to the Service.  We reserve the right to determine, in our sole discretion, whether certain conduct violates these Terms, and to take action as we deem appropriate, including the suspension or termination of your license to use the Service. Your Authorized Users may use the Service only for lawful purposes and in accordance with these Terms, and you agree that your Authorized Users will not use the Service:

  • in any way that violates any applicable federal, state, local or international law or regulation (including without limitation any laws regarding the export of data or software to and from the United States or other countries); 

  • to knowingly send or upload false, inaccurate, misleading, libelous, defamatory, obscene, threatening, invasive, abusive, illegal, or otherwise objectionable communications;

  • to impersonate or attempt to impersonate any person or entity (including without limitation by using such person’s or entity’s identifiable information);

  • for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way;

  • to transmit, or procure the sending of, any advertising or promotional material, including any “junk email”, “chain letter”, “spam”, or any other similar solicitation; 

  • to violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights; or

  • to engage in any other conduct that restricts or inhibits anyone’s or any other participant’s use of the Service, or which, as determined by us, may harm Sophia or another participant of the Service or expose them to liability.

Additionally, you agree that your Authorized Users will not:

  • use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other participant’s use of the Service; 

  • use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Service; 

  • use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent; 

  • use any device, software or routine that interferes with the proper working of the Service;

  • introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

  • attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer or database connected to the Service;

  • attack the Service via a denial-of-service attack or a distributed denial-of-service attack; or 

  • otherwise attempt to interfere with the proper working of the Service.

  • Ownership.  

The Service and all rights, title and interest therein are and shall remain the property of Sophia. This may include without limitation all software, algorithms, text, displays, images, titles, characters, dialogue, animations, art, concepts, content, audio sounds and effects, musical compositions, visual effects, methods of operation, documentation, and moral rights.  Except for the limited license granted below, neither these Terms nor your use of the Service convey or grant to you any rights in or related to the Service, or any right to use or reference Sophia’s name, representation and likenesses, trademarks, logos and designs, or product and service marks (collectively, "Protected Material") without our express written permission.  Protected Material displayed in the Service is the property of Sophia.  You may not remove, copy, or alter any Protected Material. Except as otherwise required by applicable law, any use, reproduction, distribution, modification, retransmission or publication of any Protected Material is strictly prohibited without the express written consent of Sophia.  All rights not expressly granted herein are reserved by Sophia.  

  1. License. 

Subject to your acceptance of the Terms and your continued compliance with the Terms, including any use limitations set forth in the Order, we grant you a limited, non-transferable, non-exclusive license to permit Authorized Users to access and use the Service. The number of student Authorized Users that may access and use the Service may not exceed the number designated in the Order. Only students for whom accounts are created in the Service are permitted to use the Service, and no student for whom an account is not created within the Service is permitted use the Service or any content provided within the Service.  You may not copy, display, seek to disable, distribute, perform, publish, modify, transfer, create works from, or use the Service or any component of it, except as expressly authorized by us. 

  1. Modifications.

Sophia may make commercially reasonable updates to the Service from time to time. If Sophia makes a material change to the Service, we will inform you about such change. Additionally, Sophia may: (i) make new applications, tools, features or functionality available from time to time through the Service and (ii) add new services to the “Service” definition from time to time, the use of which may be contingent upon your agreement to additional terms.

  1. Linked Content. 

If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use or your Authorized Users’ use of them. If you or your Authorized Users decide to access any of the third party websites linked from the Service, you or your Authorized Users do so entirely at your own risk or your Authorized Users’ own risk, respectively, and subject to the terms and conditions of use for such websites.

  1. User-Generated Content

To the extent that any content generated through your Authorized Users’ use of the Service (“User-Generated Content” or “UGC”) gives rise to any copyright interest, you hereby grant Sophia an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use such UGC in any way and for any purpose in connection with the Service and related goods and services, and to distribute such UGC without any further notice or compensation to you or your Authorized Users of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. You hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to Sophia’s and other users’ use and enjoyment of such assets in connection with the Service and related goods and services under applicable law.  The foregoing license grant to Sophia, and the above waiver of any applicable moral rights, survives any termination of these Terms.

  1. Geographic Restrictions. 

Sophia is based in the State of New Hampshire in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

  1.  Refunds.

The conditions for obtaining a refund are as follows: (1) before accessing and using the Service, i.e., as part of the initial set up process, the user does not accept the Terms of Use; or (2) within 30 days of a school or parish program’s start date, not to exceed 60 days from date of first login to the Service; or (3) within 30 days of a homeschooling family's date of first login to the Service.

  1. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.

YOU ACKNOWLEDGE THAT YOUR AND YOUR AUTHORIZED USERS’ USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, MATERIALS, SOFTWARE, OR DATA THROUGH THE SERVICE (INCLUDING THROUGH ANY APIs) IS AT YOUR AND YOUR AUTHORIZED USERS’ OWN DISCRETION AND RISK, AND THAT YOU AND YOUR AUTHORIZED USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR AND YOUR AUTHORIZED USERS’ PROPERTY (INCLUDING ANY COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS THEREFROM. YOU ACKNOWLEDGE AND UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THROUGH THE SERVICE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU AND YOUR AUTHORIZED USERS ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY ANY PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SERVICE FOR ANY RECONSTRUCTION OF ANY LOST DATA. SOPHIA WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR OR YOUR AUTHORIZED USERS’ COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OR YOUR AUTHORIZED USERS’ USE OF THE SERVICE, OR TO YOUR OR YOUR AUTHORIZED USERS’ DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

THE SERVICE, AND ALL DATA, INFORMATION, SOFTWARE AND OTHER MATERIALS, CONTENT, REFERENCE SITES, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.  SOPHIA DOES NOT WARRANT THAT YOU OR YOUR AUTHORIZED USERS WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR OR YOUR AUTHORIZED USERS’ CHOOSING; THAT THE SERVICE WILL BE OF A CERTAIN QUALITY OR SUITABILITY, OR WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SOPHIA WILL NOT BE LIABLE TO YOU OR YOUR AUTHORIZED USERS FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER SIMILAR DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOU OR YOUR AUTHORIZED USERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SOPHIA’S TOTAL LIABILITY TO YOU OR YOUR AUTHORIZED USERS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OR YOUR AUTHORIZED USERS’ USE OF THE SERVICE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU TO SOPHIA DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. 

TO THE EXTENT THAT SOPHIA MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY OR LIMIT ITS LIABILITY AS SET FORTH HEREIN, THE SCOPE OF SUCH WARRANTY AND THE EXTENT OF SOPHIA’S LIABILITY WILL BE THE MINIMUM REQUIRED UNDER SUCH APPLICABLE LAW.  

  1. Indemnification.  

You agree to indemnify, defend, save, and hold Sophia, its sister apostolates, officers, directors, contractors, employees, agents, and partners (collectively, “Sophia Entity”) harmless from and against any and all claims, losses, damages, and liabilities, including legal fees and expenses, arising out of or relating to: (i) your use, and your Authorized Users’ use, of the Service; or (ii) any breach or violation of these terms by you or your Authorized User(s).  You are solely responsible for defending any such claim against a Sophia Entity, subject to such Sophia Entity’s right to participate with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all claims against a Sophia Entity, provided that you will not agree to any settlement that imposes any obligation or liability on a Sophia Entity without its prior express written consent.  If we assume the defense of any claim, you agree to cooperate with our defense of such claims.

  1. Miscellaneous.

  1. Term and Termination.  The term of the license to use the Service provided herein is as set forth in the Order.  We reserve the right to terminate your license to access and use the Service immediately in the event of your breach of these Terms.  We also reserve the right to terminate your license to access and use the Service, in our sole discretion, upon 60 days’ advance written notice to you, pursuant to Section 14(h) of these Terms, in which case we will return to you any unused portion of fees you paid in advance. You may terminate these Terms by discontinuing your use of the Service and providing us notice pursuant to Section 14(h) of these Terms; provided that no fees paid in advance are refundable.  Upon termination, your license to access and use the Service ceases, and you shall immediately discontinue any and all use of the Service. Notwithstanding such a termination, Sections 2, 6, 10, 12, 13, and 14 of the Terms will remain in force, and you will continue to be liable for all your activities during the time you used the Service.

  2. Severability. You and Sophia agree that if any portion of these Terms is found unlawful or unenforceable, in whole or in part, that provision will be ineffective only to the extent of such finding and as to such jurisdiction, without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of these Terms, which will be enforced to the fullest extent of applicable law.

  3. Choice of Law; Venue.  You and Sophia agree that these Terms and any dispute of any nature that might arise between you and Sophia will be governed by and construed in accordance with the laws of the state of New Hampshire, without giving effect to its conflict or choice of laws principles. You and Sophia agree that any action at law or in equity that is not subject to the arbitration clause in Section 2 above shall be filed, and that venue properly lies, only in the state courts located in Hillsborough County, New Hampshire or the federal courts located in Merrimack County, New Hampshire, United States of America, and you and Sophia expressly consent and submit to the exclusive and personal jurisdiction of such courts for the purposes of litigating such action. 

  4. Assignment.    You may not assign any of the rights or obligations you have under these Terms without our prior written approval.  Any such assignment without our prior written approval is ineffective and in violation of these Terms.

  5. Entire Agreement.  These Terms, including any additional policies referenced in the Terms, are the entire agreement between you and Sophia.  They supersede all prior and/or contemporaneous understandings, regardless of the medium (oral, written, or electronic) and practice (custom, policy, course of business, precedent) by which such understandings were communicated.

  6. No Waiver.  Our failure to enforce any right or provision in these Terms shall not constitute a waiver or relinquishment of such right or provision unless acknowledged and agreed to by us in writing.

  7. Notices to Sophia.  All notices given by you or required from you under these Terms must be in writing and addressed to us at the address set forth below in the Contact Information section, below. Any notices that you provide without compliance with this subsection will have no legal effect.

  8. Contact Information.  If you have questions, complaints, or claims with respect to the Terms, please direct such communications to:

Email: teachers@sophiainstitute.com

Phone number: 1-800-888-9344

Mailing address:

Sophia Institute Press
Box 5284
Manchester, NH 03108