Online Order Policy

A $25 processing fee will be assessed for refunds requested when a customer incorrectly places an online order. Please review and carefully check your online order before submitting it. If your product order has already shipped, additional fees may apply.  Please see Return Policy for further details.

Return Policy

The following policy applies to all products ordered directly from Learning By Design, Inc.: If you are not completely satisfied with the product you received, simply return all product components, including packaging and product materials, in re-saleable condition within 30 days of receipt of your order and you will receive a refund less 15% of the price of the returned product ($30 minimum refund transaction fee). For products with digital components, only half of the product purchase price is refundable. If a returned product is not in original condition, an additional restocking fee will be deducted from the refund amount. Products you receive in damaged or defective condition may be exchanged free of charge within 30 days of receipt. A RETURN AUTHORIZATION NUMBER IS REQUIRED FOR ALL RETURNS. We reserve the right not to issue a Return Authorization Number. ALL SALES ARE FINAL AFTER 30 DAYS.

Cancellation Policy

The following policy applies to all services ordered directly from Learning By Design, Inc.: For most of our professional development services (such as workshops and private group webinars), you may request a refund if you cancel more than 30 days prior to the event date; a $25 processing fee will be assessed for cancellation of a paid registration. Before registering for any of our professional development services, be sure to check the specific cancellation policy for that event. NO REFUNDS WILL BE ISSUED FOR CANCELLATION BY CUSTOMER WITHIN 30 DAYS OF AN EVENT DATE AND NO REFUNDS WILL BE ISSUED AFTER AN EVENT BEGINS. NO REFUNDS WILL BE ISSUED ONCE ACCESS INSTRUCTIONS HAVE BEEN SENT FOR A WEBINAR. We make every effort to conduct professional development events on the dates and times and at the locations advertised but they are subject to change. Learning By Design, Inc. reserves the right to cancel (and issue a refund) or change an event due to low enrollment or factors beyond our control. We will attempt to notify those who are registered to limit customer inconvenience, but we are not liable for any expenses incurred as a result of the cancellation or change.

For SPELL-Links Coaching and Consulting services, a “no show” or cancellation without notice will result in a deduction of 15 minutes from the total hours of coaching or consulting purchased to compensate our coach for waiting time.

Terms and Conditions For Website Use 

The following Terms and Conditions apply to the use of this Web site as well as all transactions conducted through the site.

Use Of Site

The online store is not to be used for placing tax-exempt orders for FL and IL tax-exempt organizations. A $25 processing fee will be assessed for refunds requested when a customer incorrectly places an order.

Shipping & Delivery

Learning By Design, Inc. ships merchandise via UPS Ground and USPS to locations within the United States and U.S. territories, including Alaska, Hawaii, Puerto Rico, Guam, and the US Virgin Islands. Additionally, Learning By Design, Inc. ships merchandise internationally. The risk of loss and title for all merchandise ordered on this Web site pass to you when the merchandise is delivered to the shipping carrier.

Standard Shipping & Handling fee in U.S.: Free

Shipping & Handling Surcharge for outside U.S.: US$40 (Canada), US$50 (all other countries).

Shipping & Handling is not charged for any services.

Warranties

The Content included in this Web site has been compiled from a variety of sources and is subject to change without notice as are any products, programs, offerings, or technical information described in this Web site. Learning By Design, Inc. makes no representation or warranty whatsoever regarding the completeness, quality, or adequacy of the Web site or Content, or the suitability, functionality, or operation of this Web site or its Content. By using this Web site, you assume the risk that the Content on this Web site may be inaccurate, incomplete, offensive, or may not meet your needs and requirements. Learning By Design, Inc. SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THESE WEB PAGES AND CONTENT. IN NO EVENT WILL Learning By Design, Inc. BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

— OR Depending on State —

The information and content on this server is provided “as is” with no warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Any warranty that is provided in connection with any of the products and services described on this Web site is provided by the advertiser or manufacturer only, and not by Learning By Design, Inc.

The references and descriptions of products or services within the Web site materials are provided “as is” without any warranty of any kind, either express or implied. Learning By Design, Inc. is not liable for any damages, including any consequential damages, of any kind that may result to the user from the use of the materials on this Web site or of any of the products or services described hereon.

The descriptions of, and references to, products, services and companies on this Web site are the sole responsibility of the companies providing the information (“advertisers”), and not Learning By Design, Inc..

The inclusion of material on this server does not imply any endorsement by Learning By Design, Inc., which makes no warranty of any kind with respect to the subject matter of the server materials advertised.

A possibility exists that the server materials could include inaccuracies or errors. Additionally, a possibility exists that unauthorized additions, deletions, and alterations could be made by third parties to the server materials. Although Learning By Design, Inc. tries to ensure the integrity and the accurateness of the server materials, it makes no guarantees about their correctness or accuracy. Before relying on any representation made in any of the server materials, check with the advertiser of the product or service to ensure that the information you are relying upon is correct.

Return Policy

The following policy applies to all products ordered directly from Learning By Design, Inc.: If you are not completely satisfied with the product you received, simply return all product components, including packaging and product materials, in re-saleable condition within 30 days of receipt of your order and you will receive a refund less 15% of the price of the returned product ($30 minimum refund transaction fee). For products with digital components, only half of the product purchase price is refundable. If a returned product is not in original condition, an additional restocking fee will be deducted from the refund amount. Products you receive in damaged or defective condition may be exchanged free of charge within 30 days of receipt. A RETURN AUTHORIZATION NUMBER IS REQUIRED FOR ALL RETURNS. We reserve the right not to issue a Return Authorization Number. ALL SALES ARE FINAL AFTER 30 DAYS.

The following policy applies to all services ordered directly from Learning By Design, Inc.: For most of our professional development services (such as workshops and private group webinars), you may request a refund if you cancel more than 30 days prior to the event date; a $25 processing fee will be assessed for cancellation of a paid registration. Before registering for any of our professional development services, be sure to check the specific cancellation policy for that event. NO REFUNDS WILL BE ISSUED FOR CANCELLATION BY CUSTOMER WITHIN 30 DAYS OF AN EVENT DATE AND NO REFUNDS WILL BE ISSUED AFTER AN EVENT BEGINS. NO REFUNDS WILL BE ISSUED ONCE ACCESS INSTRUCTIONS HAVE BEEN SENT FOR A WEBINAR. We make every effort to conduct professional development events on the dates and times and at the locations advertised but they are subject to change. Learning By Design, Inc. reserves the right to cancel (and issue a refund) or change an event due to low enrollment or factors beyond our control. We will attempt to notify those who are registered to limit customer inconvenience, but we are not liable for any expenses incurred as a result of the cancellation or change.

Miscellaneous

PLEASE READ THE FOLLOWING TERMS AND POLICIES CAREFULLY. WHEN YOU USE OUR WEBSITE YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND POLICIES.

Learning By Design, Inc. TERMS OF SERVICE 

These Terms of Service are hereby effective on October 01, 2014 and will apply to the website that you are visiting, www.learningbydesign.com (the “Website”), which is owned by Learning By Design, Inc., a Delaware corporation (the “Company”).

Illegal or Abusive Usage is Strictly Prohibited: You must not abuse, harass, threaten, impersonate or intimidate other users of our Website.  You may not use the Company’s Website for any illegal or unauthorized purpose.  International users agree to comply with all local laws regarding online conduct and acceptable content.  Should you be found to have engaged in illegal or abusive usage of our Website, Company will suspend your account or usage as applicable. 

Electronic Communication: When you visit our Website or send us emails, you are communicating with us electronically.  You consent to receive communications from us electronically.  We will communicate with you by email or by posting notices on the Website.  You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Copyright: All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Company protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of the Company and protected by U.S. and international copyright laws. All software used on this site is the property of Company or its software suppliers and protected by United States and international copyright laws.

Trademarks: SPELL-Links, Learning By Design, Inc., www.learningbydesign.com, www.spell-links.com and other Company graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Company in the U.S. and/or other countries. Company’s trademarks and trade dress may not be used in connection with any product or service that is not Company’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Company.  All other trademarks not owned by Company that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Company.

Your Account: If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Company reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.

Risk of Loss: All items purchased from Company are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.

Disclaimer of Warranties and Limitation of Liability: THIS SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THIS SITE; INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE; THEIR SERVERS; OR E-MAIL SENT FROM COMPANY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Applicable Law: By visiting our website, you agree that the laws of the State of FL, without regard to principles of conflict of laws, will govern these Terms of Service and any dispute of any sort that might arise between you and Company.

SPELL-3 Terms and Conditions of Service

SPELL-3 Spelling Performance Evaluation for Language and Literacy
Terms and Conditions of Service
Last Updated: 3.17.2023
Please read these terms and conditions carefully before using Our Service. You must agree to all terms and conditions before using Our Service.

These Terms and Conditions of Service apply only to the SPELL-3 assessment Service as defined herein. They do not apply to the Third-party Delivery Platform that hosts the SPELL-3 assessment. That platform is independently owned and operated by Red-e-Set Grow, LLC, and you will be required to agree to their terms and conditions of service, privacy policy, and any other applicable agreements prior to using their platform, functionality, and services to administer the SPELL-3 assessment.

Interpretation and Definitions

Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural unless otherwise specified.

Definitions
For the purposes of these Terms and Conditions:
Agreement refers to this document.
Country refers to: Florida, United States
Company (referred to as either “the Company”, “LBD”, “We”, “Us” or “Our” in this Agreement) refers to SPELL-Links / Learning By Design, Inc., a privately-held Delaware corporation with mailing at 15275 Collier Blvd 201-129, Naples, FL 34119.
Device means any device, such as a computer, a cellphone or a digital tablet, that can access the Third-party Delivery Platform.
Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of Our Services.
Service refers to SPELL-3.
SPELL-3 refers to the diagnostic prescriptive assessment of literacy and language skills method that is owned by SPELL-Links / Learning By Design Inc. (“LBD” or “We” or “Us” or “Our”), and specifically it is Our proprietary methods and materials for the assessment protocols, assessment items, and analyzing, scoring, and reporting logic which operate to identify language processes that interfere with a student’s reading and spelling and to link assessment data to specific recommendations and instructional activities. SPELL-3 as used herein explicitly excludes the Third-Party Delivery Platform including, but not limited, to the Third-Party Delivery Platform software, applications, and systems, and the Third-Party Delivery Support Services, including, but not limited, to the Third-Party Delivery Support Services software, applications, and systems.
Student(s) refers to person(s) receiving your diagnostic educational services regardless of setting.
Terms and Conditions (also referred to as “Terms”) mean these Terms and Conditions that form the entire Agreement between You and the Company regarding the use of the Service.

Test Administration (singular) refers to the permitted use of SPELL-3 to assess one Student one time.
Third-party Delivery Platform refers to the independently owned and operated site and platform that hosts SPELL-3 at https://www.spell3.com and includes, but is not limited to, the functionality that allows users to establish and manage accounts, administer on-line assessments and collect data, securely and safely store and access data, generate reports, and manage users and student data.
Third-party Delivery Support Services refers all development, deployment, hosting, maintenance and repairs (bug fixes), technical support, customer support, security, and other hardware and software services provided by the third-party company that independently owns and operates the Third-Party Delivery Platform.
You means the individual accessing or using the Service, or the organization, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the Agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliancewith these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions, then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service without consent obtained by You.

If you are an educational professional or educational institution and have consent for your student to use SPELL-3, you agree to be bound by these Terms.

If you are a parent or legal guardian and you consent for your child to use SPELL-3, you agree to be bound by these Terms.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the general Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Collection and Use of Personal Information Specific to SPELL-3 Service

The Company has access to the personal information you provide to Us during the sales transaction for purchase of Test Administrations required to use the SPELL-3 Service. The personal information we collect during the sales transaction process does not include Student information. We do not have access to Student and other information you provide when using the SPELL-3 Service on Our Third-Party Delivery Platform or while using Our Third-Party Delivery Support Services, other than what you may voluntarily choose to share directly with Us and what you agree to share under the terms of use and privacy policies of Our Third-Party Delivery Platform and Our Third-Party Delivery Support Services. Under those policies, personal and Student information shared with Us would be limited to use for investigating and trouble-shooting problems You report while using SPELL-3 on Our ThirdParty Delivery Platform and for improving the performance of SPELL-3 overall. In these situations, Our general Privacy Policy applies and describes Our policies and procedures on the collection, use and disclosure of personal information and tells You about Your privacy rights and how the law protects You. The Privacy Policy is incorporated by reference and made part of these Terms. By agreeing to these Terms, you agree that your use of SPELL-3 is governed by the Privacy Policy. Additionally, the terms of use and privacy policies of Our Third-Party Delivery Platform and Our Third-Party Delivery Support Services grant them a non-exclusive, worldwide, perpetual, irrevocable license to compile, in accordance with all applicable laws, including, but not limited to, the Family Educational Rights and Privacy Act of 1974 (FERPA) and any regulations promulgated thereunder, aggregated, non-personal, non-individualized information for educational and other research purposes. You hereby acknowledge and grant Our Company the same license for educational and research purposes.

Use of a Third-Party Platform & Service

Our Service is hosted by a third-party company that is not owned or controlled by the Company. Third-party companies are outside of Our control.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services and disclaims all liability for any errors, omissions, violation of third-party rights, or illegal conduct arising from such content or sites. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services. We are not responsible for the availability of Third-Party Sites. Any links on third-party sites which direct users to inappropriate content or Prohibited User Content should be reported to us at spell-links@learningbydesign.com.

Third-Party Sites are not covered by the Terms of this Agreement or any other LBD terms and policies.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services. You will be required to agree to terms and conditions and any other applicable agreements prior to using the Third-party Delivery Platform and Third-Party Delivery Support Services to access and use the SPELL-3 service.

SPELL-3 Administrations

Purchasing
As a condition to using SPELL-3, you must purchase one or more Test Administrations and provide your name, postal address, phone, and email address in addition to payment information needed to complete the sales transaction. When you do, only your name, phone, email address, and number of administrations purchased will be shared with Our Third-Party Delivery Service provider. They will use this information to send you their terms and conditions of service, privacy policy, and any other applicable agreements for your signature. Your acknowledgement and signature of these forms is required prior to them establishing a user account for you in their Third-Party Delivery Platform which will allow you to use SPELL-3 on their platform.

Each Test Administration permits you to test one student, once, with SPELL-3. If you wish to re-test a student, you will use another Test Administration.

You may purchase additional Test Administrations at any time. You will be asked to provide
your name, postal address, phone, and email address in addition to payment information needed to complete the sales transaction. When you do, only your name, phone, email address, and number of administrations purchased will be shared with Our Third-Party Delivery Service provider. They will use this information to add Test Administrations to your user account in their Third-Party Delivery Platform.

There is no additional cost to you for using Our Third-Party Delivery Platform and Third-Party Delivery Support service.

In addition to the purchase price and any other amounts that may be payable to LBD under this Agreement, You shall pay all applicable taxes including, but not limited to, sales, and other taxes, federal, state, local, use, excise, value-added, privilege or assessments or governmental charges, or otherwise, and any other types of taxes, however designated, which are levied or imposed by reason of the transactions contemplated or relating to this Agreement.

Failed Payment
If a payment fails, we will automatically retry. If it fails repeatedly, your ability to use SPELL-3 will be suspended until payment has been received.

Using
You are expressly prohibited from any conduct that threatens the security, integrity, or availability of the Service; provides or facilitates access to the Service by unauthorized users or services; and/or results in prohibited duplication, transmission, or exposure of the materials associated with the Services.

You shall not use the Services in violation of this Agreement, any applicable local, state, national, or international law or regulation, and/or the academic rules or policies of your institution or professional organization. Nor shall you use the Service in a manner which threatens the security, stability, or integrity of the Service or networks connected to the Service.

The Company reserves the right, but will have no obligation, to investigate your use of SPELL-3 in order to determine whether a violation of the Terms has occurred or to comply with any applicable law, regulation, legal process or governmental request.

Limits on Use of Test Administrations
A Test Administration does not expire. If a Test Administration is begun but not completed with one student, it cannot be used with another student.

Cancelation
You may stop using SPELL-3 at any time. Unused Test Administrations are not refundable.

Relationship of Parties

Nothing in these Terms shall be construed as creating a legal agency, partnership, joint venture or any other form of legal association and shall not represent to the contrary, whether expressly, by implication, appearance or otherwise.

Your Feedback to Us

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

Termination

We may, in Our sole discretion, with or without advance notice, suspend or terminate Your access to, or your rights to use, all or any part of the Services for any conduct or use (whether by you or anyone else having access to the Services under your user account) that We reasonably believe violate these Terms.

Upon termination, Your right to use the Service will cease immediately.

Provisions of this Agreement which, by their nature should remain in effect beyond termination of the Agreement shall survive, including, but not limited, to Retention of Rights, Limitation of Liability, and Disclaimers. The termination of this Agreement shall be without prejudice to any and all other right or remedy available to LBD as a result of your breach.

Violation of any of the Terms may subject you to reimbursement to us for unauthorized use, state and federal penalties, and to other legal consequences.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its directors, officers, employees, agents, or suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to Your reliance on, the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

YOU AGREE TO BEAR ALL COSTS RESULTING FROM THE USE OF SPELL-3. LBD ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN CONTENT OR OTHER DOCUMENTS WHICH ARE REFERENCED OR LINKED TO SPELL-3. SPELL-3 may contain links to Third-Party sites on the internet that are not under the control of LBD. LBD is not responsible for the content or availability of any linked third-party sites.

“AS IS” and “AS AVAILABLE” Disclaimer

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. Use of the Service is at your own risk. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

ANY MATERIAL UPLOADED TO OR DOWNLOADED OR OTHERWISE OBTAINED FROM THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK; NEITHER LBD NOR ITS LICENSORS SHALL BE LIABLE, AND YOU WILL BE SOLELY RESPONSIBLE, FOR ANY AND ALL LOSS, OR CORRUPTION, OF DATA UPLOADED OR INPUTTED BY YOU THROUGH THE USE OF THE SERVICE, AND FOR ANY AND ALL SERVICING, REPAIR, OR CORRECTION OF AND ANY DAMAGE TO YOUR HARDWARE AND SOFTWARE THAT MAY RESULT FROM THE USE OF THE SERVICE.

Duty to Back Up SPELL-3 Reports

YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO DOWNLOAD AND MAINTAIN BACKUP COPIES OF SPELL-3 STUDENT ASSESSMENT REPORTS IN THE EVENT THAT THEY CAN NOT BE ACCESSED USING THE THIRD-PARTY DELIVERY PLATFORM AND THIRD-PARTY DELIVERY SUPPORT SERVICE. YOU FURTHER AGREE THAT LBD IS NOT RESPONSIBLE FOR ANY LOST OR INACCESSIBLE SPELL-3 STUDENT DATA AND/OR ASSESSMENT REPORT.

Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

Unauthorized use, including but not limited to, modification, commercial publication, or adaptation of any portion of SPELL-3, in whole or in part, is strictly prohibited.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company. Our terms do not grant you the right to use our trademarks, service marks, or trade names. All reference to other brands and products appearing on SPELL-3 are trademarks of their respective owner.

Any unauthorized use of the Company’s intellectual property in whole or in part and by any means is strictly prohibited and may subject the offender to civil liability and severe criminal penalties (Title 17, United States Code, Sections 501 and 506).

Retention of Rights

The Company reserves all rights not expressly granted to you in this Agreement. Except as specifically set forth in this Agreement, LBD retains all rights, title and interest in and to SPELL-3, and to any modifications, enhancements or derivative works thereof created by LBD.

Ownership of User Suggestions

If you suggest any new features, functionality, or performance enhancements for SPELL-3, We will own all intellectual property rights in your submissions and may use your ideas without compensation. You acknowledge that all right, title, and interest and any other intellectual property rights in such feedback, comments, or suggestions shall become the exclusive property of LBD and may be used for its business purposes at LBD’s sole and absolute discretion without any payment or accounting to you.

Responsibility for Any Damage You Cause Us

You agree not to use the Services in violation of these rules, or for any unlawful purpose. But if you DO, you agree to compensate LBD for any damage you cause.

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless LBD and its employees, officers, agents, contractors, and licensors from any claims, damages, expenses, or liabilities arising from or in any way related to any violation
of these Terms or unauthorized use of the Service.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute, You agree to first try to resolve the dispute informally by contacting the Company. Claims, disputes or controversies between the parties with respect to the interpretation or application of any provision of this Agreement will be
attempted to be resolved first among You and Us in an amicable manner. If the parties are unable to resolve the matter themselves, they agree to submit to a mutually agreed upon neutral third-party mediator and engage in a mediation process in good faith to resolve the
dispute and shall share the costs equally. If the representatives of the parties have not been able to resolve the dispute within thirty (30) business days after such mediation hearing, the parties agree to find a resolution by arbitration in accordance with the American
Arbitration Association.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United
States government list of prohibited or restricted parties.

You agree to comply with all export laws, including, but not limited, to not to exporting the Services to countries requiring a U.S. export license.

Severability and Waiver

Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force
and effect.

Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute
a waiver of any subsequent breach.

Force Majeure

Neither LBD nor You shall be liable for any breach of its obligations under this Agreement resulting from causes beyond its reasonable control including, but not limited to, fires, strikes (of its own or other employees), insurrection or riots, embargoes or container
shortages, requirements or regulations of any civil or military authority.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Service.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

• By email: support@spell3.com
• By postal mail: SPELL-Links / Learning By Design, Inc., 15275 Collier Blvd. #201-129,
Naples, FL 34119