TERMS OF SERVICE

Thanks for using PSI-PMI (Progressive Science Initiative-Progressive Mathematics Initiative)! We're glad you're here, but there are some rules you need to agree to before you use the classroom feature, assessments and other services of the NJCTL website ("Services"). When we use the word "Services," we mean not only the classroom feature of the www.njctl.org website, but also all the other websites, products, services and applications made available by NJCTL, including but not limited to NJCTL assessments.

If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at info@njctl.org or (609) 310-1285.

The User ("you" or "your") must agree and accept all of the Terms of Service (the "Terms"), or you will not have the right to use NJCTL ("we" "us" or "our") Services. Your use of the Services in any manner means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services.

Our Services are constantly changing to keep up with the dynamic needs of learners everywhere - so, these Terms might need to change, too. If they do change, we will do our best to tell you in advance by placing a notification on the www.njctl.org website, or we might send you an email. In certain situations, we may not be able to give you advance notice, and we reserve the right to change the Terms without advance notice. The current Terms of Use, Privacy Policies, Acceptable Use Policy, and DMCA Takedown Policy will be posted on the NJCTL website.

If you don't like the new Terms, you are free to reject them - unfortunately, that means you won't be able to use the Services anymore.

If you use the Services in any way after a change to the Terms is effective, then please remember that means you agree to all of the Terms.If you use the Services in any way after a change to the Terms is effective, then please remember that means you agree to all of the Terms.If you use the Services in any way after a change to the Terms is effective, then please remember that means you agree to all of the Terms.

Only classroom teachers who have registered with NJCTL may use the classroom feature and assessment functions of the Services. These services are not available to other registered Users. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

PRIVACY POLICY FOR USERS

NJCTL takes the privacy of its users very seriously.

NJCTL operates http://www.njctl.org (the "Site"). While using our Site, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you, and to provide access to NJCTL's classroom feature. Personally identifiable information may include, but is not limited to your name, user name, email address, phone number, profile picture, school affiliation and location, billing and payment information. ("Personal Information"). Like many site operators, we collect information that your browser sends whenever you visit our Site ("Log Data"). This Log Data may include information such as your computer's Internet Protocol ("IP") address, browser type, browser version, the pages of our Site that you visit, the time and date of your visit, the time spent on those pages, cookies and other statistics.

In addition, we may use third party services such as Google Analytics that collect, monitor and analyze usage of our site. The Log Data is for businesses that use analytics or tracking services in websites or apps, like Google Analytics.

We may use your Personal Information to contact you with newsletters, marketing or promotional materials. You acknowledge that by agreeing to these Terms, we may send you email, contact you, or engage in communication with you related to your use of these Services, including newsletters, marketing, or promotional materials. The security of your Personal Information is important to us, but remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot and do not guarantee its absolute security.

This policy does not apply to, and we have no control over, third party use of your Personal Information. Once you disclose content or information onto the Services, other users who have access to that information. We cannot control and are not responsible for how other users or third parties use the information you have disclosed.

In regard to children, no personally identifiable information about students, including but not limited to full names, addresses, email addresses, contact information, photographs, videos, or audio files of students' images or voices, geolocation data, or any other personally identifiable information, may be posted on your PSI-PMI classroom website. Your PSI-PMI classroom website is intended only for posting of PSI-PMI classroom materials and additional course content and resources you select to supplement PSI-PMI materials.

We may release Personal Information when we believe that release is necessary: to comply with the law (such as to comply with a subpoena); to enforce or apply our Terms and other agreements; to protect the rights, property, or safety of NJCTL, our employees, users or others. We reserve the right not to give notice of the release of this information, as it may not be practicable, legal, or safe to do so. This Privacy Policy is effective as of your agreement to these Terms and will remain in effect as long as you remained signed up for and/or use these Services in any manner. We reserve the right, in our sole discretion, to update or change our Privacy Policy at any time and for any reason. You should check this Privacy Policy periodically. Your continued use of the Services after we post any modifications to the Privacy Policy on this page will constitute your acknowledgment of the modifications and your consent to abide and be bound by the modified Privacy Policy. If we make any material changes to this Privacy Policy, we will notify you, if practicable, in our sole discretion, either through the email address you have provided us, or by placing a prominent notice on our website. If you have any questions about this Privacy Policy, please contact us.

COLLECTION AND USE OF NON-PERSONAL INFORMATION

If you do nothing but browse, read pages, or download information, our site’s operating system will automatically record the following information about your visit; the date and time you visit our site, and the Web pages that you visit on our site.

The following information regarding your visit is not currently recorded at this time, but we reserve the right to collect information, included but not limited to the following, in the future:

1. The Internet domain for your Internet service, such as “xcompany.com” or “xcompany.net” if you use a private Internet access account, or “yourcollege.edu” if you connect from a college or university domain.
2. The type of browser that you use, e.g., “American Online version 7” or “Microsoft Internet Explorer 5”.
3. The type of operating system that you use, e.g., Windows or Macintosh.
4. The address of the previous web site you visited, if you linked with us from another web site.

This information is used to help us track user interests. We gather this information in the aggregate — as a total, not linked to individual users — and we may share it with third party vendors that help us maintain our information.

PRIVACY POLICY FOR CHILDREN UNDER THE AGE OF 13

The Children's Online Privacy and Protection Act ("COPPA") requires that online service providers obtain parental consent before they collect personally identifiable information online from children who are under 13. Therefore, we only collect personal information through the Services from a child under 13 where that student's school, district, and/or teacher has agreed to obtain parental consent for that child to use the Services and disclose personal information to us, for the use and benefit of the learning environment. If you are a school, district, or teacher, you represent and warrant that you are solely responsible for complying with COPPA. You are responsible for notifying and obtaining consent, in compliance with COPPA, from all parents or guardians whose children under 13 will be accessing these Services. In procuring consent, you must provide parents or guardians with a copy of, or link to, this Privacy Policy. You must keep all consent forms on file and provide them to us upon our request. If you are a teacher, you represent and warrant that you have permission and authorization from your school and/or district to use the Services as part of your curriculum, and for purposes of COPPA compliance, you represent and warrant that you are entering into these Terms on behalf of your school and/or district.

These Services, at the current moment, do not request any personal identifying information from children; children are given an Access Code that allows them to view User Submissions and Content, defined below, but at this time the Services are not interactive and therefore do not require information from the children. However, these Services may collect the following personal information from children in the future to identify them and provide access to NJCTL's classroom feature: names, email addresses, user names, teacher, grade, and school-related information. In addition to this information, which would be directly obtained from the children, we collect information that the browser sends whenever the child visit our Site ("Log Data"). This Log Data may include information such as the child's computer's Internet Protocol ("IP") address, browser type, browser version, the pages of our Site that the child visits, the time and date of the child's visit, the time spent on those pages, cookies and other statistics.

In addition, we may use third party services such as Google Analytics that collect, monitor and analyze usage of our site. The Log Data is for businesses that use analytics or tracking services in websites or apps, like Google Analytics.

The information collected from a child will be used for the educational purposes of these Services only. The information will be accessible to the child's teacher, school and district. The information will be disclosed to third party services such as Google Analytics to monitor and analyze usage of our site.

The following is a list of operators collecting or maintaining children's personal information through these Services: NJCTL and Google Analytics. The following is the contact information for the operator that will field inquiries with respect to this privacy policy and use of children's information:

Robert Goodman
115 Franklin Turnpike, #203
Mahwah, NJ 07430
bob@njctl.org
609 310 1285

These Services will not require a child to disclose more information than is reasonably necessary to participate in use of these Services. A child's parent or guardian can consent to the collection of their child's information, which includes disclosure of that information to the third parties described above. Such disclosure to third parties is part of these Services.

A parent or guardian may decline to give consent, or withdraw consent once given. If consent is not given, or is withdrawn, the User, teacher, school, and/or district is responsible for notifying us that such consent is not given or is withdrawn, and for ensuring the child is not given access to or discontinued from accessing these Services.

A parent of guardian can review their child's personal information collected by us and request that their child's personal information be deleted by contacting the contact provided above. A parent or guardian may revoke their consent and refuse the further use or collection of personal information from their child by contacting the contact provided above.

The User, teacher, school, and/or district represent and warrant that they are solely responsible for complying with the Family Educational Rights and Privacy Act (FERPA), including but not limited to, obtaining any required parental consent for disclosures to these Services in compliance with FERPA, and providing parents, guardians, or eligible students, as defined by FERPA, with access to educational records. NJCTL assessments are for teacher use only, and do not constitute an education record as defined by FERPA, and therefore are not subject to disclosure requirements.

The User, teacher, school and/or district represent and warrant that they are solely responsible for complying with the Protection of Pupil Rights Amendment (PPRA), including but not limited to parental notification provisions.

ACCEPTABLE USE POLICY

Your use of NJCTL's Services is at all times subject to the Terms of Service, which incorporates this Acceptable Use Policy. By using the Services, you hereby agree to abide by the Acceptable Use Policy, and understand that your use of these services may be terminated, at NJCTL's discretion, for failure to abide by the Policy.

1. You represent, warrant, and agree that you will not contribute any Content or User Submission or otherwise use the Services or interact with the Services in a manner that:
   1. Infringes or violates the intellectual property rights or any other rights of anyone else (including NJCTL);
   2. Violates any law or regulation;
   3. Is harmful, fraudulent, deceptive, threatening, abusive, harassing, defamatory, constitutes hate speech, incites violence, is pornographic, vulgar, obscene, or otherwise objectionable;
   4. Jeopardizes the security of your NJCTL account or anyone else's (such as allowing someone else to log on as you on the Services);
   5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
   6. Violates the security of any computer network, or cracks any passwords or security encryption codes;
   7. Runs Maillist, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);
   8. "Crawls," "scrapes," or "spiders" any page or portion of the Services (through use of manual or automated means);
   9. Copies or stores any significant portion of the Content;
   10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code of the Services;
   11. Uploads viruses or other malicious code; and
   12. Facilitates or encourages any violations of the Terms.
2. You must not post for public viewing any PSI-PMI assessment.
3. You will keep your Access Code private and not disclose any Access Code to any individual not authorized to receive that Access Code, and you will at all times use your best efforts to protect the security of your Access Code and your Limited Access Group. Do not post Access Codes in any public way (including on any widely-accessible internet page or in hard copy on a bulletin board, etc.).
4. You will not register for the Services as any category of user that you do not legitimately qualify for. For example, if you're a child, you will not register as a teacher, parent, administrator, policy-maker, or any other category NJCTL offers now or in the future. You will not provide any false personal information, or create an account for anyone other than yourself without permission. You will not use an Access Code that you are not authorized to use.

WHAT ARE THE BASICS OF USING THE NJCTL CLASSROOM FEATURE?

Teachers must first register with NJCTL to receive access to PSI-PMI assessments (remember, only teachers have access to the assessments and classroom features). All Users promise to provide us with accurate, complete, and updated registration information about yourself. You cannot select for your NJCTL User ID a name that you don't have the rights to use or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. Individual teachers only may sign up to use the classroom feature and the assessments. Schools or districts may not register to use the classroom feature for each of its teachers.

NJCTL will generate an access code for you to use with each limited access group you administer (an "Access Code"). For example, if you wished to establish a closed group amongst yourself, as a teacher, and your 5th grade class and parents, you would distribute the Access Code only to those members of your 5th grade class and parents that you wanted to view the content posted within that group. Everyone to whom a teacher distributes the Access Code to will be a member of that "Limited Access Group."

You represent and warrant that you will only use the Services for your personal, internal, non-commercial, educational use, and only in a manner that complies with all applicable laws and regulations. If your use of the Services is prohibited by applicable law, then you are not authorized to use the Services and your access will be discontinued. By agreeing to these Terms, you acknowledge that we are not responsible in any way for you using the Services in violation of any applicable laws and regulations.

A violation of this Acceptable Use Policy will be grounds for termination of your right to use or access the Services, to be determined at our sole discretion.

INTELLECTUAL PROPERTY

1. The Content
   The materials displayed or performed on the Services (including, but not limited to, text, graphics, articles, photos, images, illustrations, User Submissions (defined below), and so forth) (the "Content") are protected by copyright and other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services.
   
   PSI-PMI course content materials are covered by Creative Commons (www.creativecommons.org). PSI-PMI materials are intended for the use of teachers for educational purposes and for professional development. These materials may not be used for any commercial purpose without the written permission of the owners. NJCTL maintains this website for the convenience of teachers who wish to make their lessons available to other teachers, participate in a virtual professional learning community, or have access to course materials to teach students.
   
   For Content posted on your classroom website, you represent and warrant that you will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's (including NJCTL's) rights.
   
   You understand that NJCTL owns the Services. You represent and warrant that you will not modify, publish, transmit, participate in the transfer or sale of or reproduce (except as expressly provided in this Section), creative derivative works or otherwise exploit any of the Services. We retain ownership of all copyrighted, trademarked, and other intellectual property we own and make available to you. We grant you a nonexclusive license to use our intellectual property only to the extent necessary to use these Services, and only for educational purposes as described above. This license expires upon termination or expiration of your use of these Services.
   
   The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, it doesn't mean that all the restrictions above don't apply.
2. User Submissions
   Anything you post, upload, share, store, or otherwise provide through the Services is your "User Submission." Some User Submissions are viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policies for Users and Students to the extent they relate to User Submissions that also include personally identifiable information.
   
   By agreeing to these Terms, you hereby agree to grant NJCTL a non-exclusive, transferable, sub-licensable, royalty-free worldwide license to translate, modify, reproduce, display, perform, and distribute such User Submissions to the extent necessary to use the User Submissions for the purposes of providing these Services.
3. DMCA Takedown Policy
   NJCTL complies with the Digital Millennium Copyright Act ("DMCA"), as it relates to online service providers like NJCTL, removing material that they believe in good faith violates someone's copyright.
   
   In accordance with the DMCA, NJCTL has adopted the following procedures for reporting copyright infringement and supplying counter-notice. Remember that your use of NJCTL's Services is at all times subject to the Terms of Service, which incorporates this DMCA Takedown Policy. The address of NJCTL's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this Policy.
   
   NJCTL respects the intellectual property rights of others and expects you to do the same. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.
   
   The DMCA Takedown Policy and its notice and counter-notice provisions are only applicable to address copyright infringement claims and are not the proper method to report other legal claims or violations of these Terms. Before serving a notice of infringing material or counter-notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable law. The following notice requirements are intended to comply with NJCTL's obligations under the DMCA and do not constitute legal advice.

PROCEDURE FOR REPORTING COPYRIGHT INFRIGEMENTS: NOTICE OF INFRINGING MATERIAL

If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to the Designated Agent:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
2. Identification of works or materials being infringed;
3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that NJCTL is capable of finding and verifying its existence;
4. Contact information about the notifier including address, telephone number and, if available, email address;
5. A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; and
6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Upon receipt of a proper notice of copyright infringement, we reserve the right to:

1. Remove or disable access to the infringing material;
2. Notify the content provider, member or user who is accused of infringement that we have removed or disabled access to the applicable material; and
3. Terminate such content provider's access to the Services if he or she is a repeat offender.

PROCEDURE TO SUPPLY A COUNTER-NOTICE

If the content provider, member or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider, member, or user has the right to send us a counter-notice containing the following information to the Designated Agent:

1. A physical or electronic signature of the content provider, member or user;
2. Identification of the material that has been removed, or to which access has been disabled, and the location at which the material appeared before it was removed or disabled;
3. A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
4. Content provider's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's address is located, or, if the content provider's address is located outside the United States, for any judicial district in which NJCTL is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, NJCTL may send a copy of the counter-notice to the original complaining party informing that person that NJCTL may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at NJCTL's discretion.

DMCA Designated Agent:
Robert Goodman
115 Franklin Turnpike, #203
Mahwah, NJ 07430
bob@njctl.org
609 310 1285

WHO IS RESPONSIBLE FOR WHAT I SEE AND DO ON THE SERVICES?

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk. We are not liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information you may find offensive or inappropriate; we cannot control that, but please let us know if it happens and we'll try to remedy the situation.

We also cannot guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services. But that doesn't mean we don't take security seriously; students are only permitted to access the Services within their Limited Access Groups, and pursuant to the Acceptable Use Policy, we require teachers to guard their Access Codes with the appropriate confidentiality.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You also warrant that you will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third party websites or services that are not owned, operated, or controlled by NJCTL. When you access third party websites or use third party services, you accept that there are risks in doing so, and that NJCTL is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.

NJCTL has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, NJCTL will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that NJCTL shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between users and any third party, you agree that NJCTL is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release NJCTL, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

WILL NJCTL EVER CHANGE THE SERVICES?

NJCTL is a dynamic learning tool, so the Services will change over time. We may change, suspend, or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to make changes to the Services without notification. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), or without any reason, and without notice.

The basic NJCTL Services are free - that is, we don't charge for signing up for a basic, individual NJCTL account. However, we may offer certain premium products and services for a fee. This does not mean that if you're currently using one of the basic accounts described above, that we'll "reclassify" it as premium account in the future and start charging you to use it.

ACCOUNT TERMINATION

You're free to discontinue using the classroom feature at any time by deleting your classroom which deactivates the access code for your limited access group.

NJCTL is also free to terminate (or suspend access to), in its sole discretion, your use of the Services or your account, for any reason, including but not limited to your breach of these Terms. NJCTL has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important documents you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, or would not be in the interest of someone's safety or security to do so, or for any other reason.

If you have deleted your account by mistake, contact us immediately info@njctl.org - we will try to help, but unfortunately, we can't promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

WARRANTY DISCLAIMER

NJCTL does not make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided "AS IS" and without any warranty of any kind from NJCTL or others. The services, content, website, and any software are provided on an "AS IS" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement of third-party rights, or that use of the services will be uninterrupted or error free. Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

LIMITATION OF LIABILITY

To the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall NJCTL be liable to you or to any other person for any indirect, special, incidental, or consequential damages of any kind, including damages for lost profits, loss of revenues, loss of goodwill, work stoppage, accuracy of results, computer failure or malfunction, loss of data, loss of use, interruption of services, breach of network security, or any matter beyond our reasonable control. Some states do not allow the exclusion or limitation of certain damages, so the above limitation and exclusions may not apply to you.

INDEMNITY

You agree to indemnify and hold NJCTL, its affiliates, officers, agents, employees, contractors, and partners, and our successors, assigns and licensees, harmless for and against any and all claims, liabilities, demands, damages (actual and consequential), losses, and expenses (including attorneys' fees) arising from or in any way related to any third party claims relating to (a) your use of the Services and the use of your User Submissions or Content (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action ("Claim"), we will provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). You warrant that your use of the Services (or our use of materials you provide to use as User Submissions or Content) will not violate any law, regulation, or these Terms of Service, or violate or infringe upon the rights of any other party, including, without limitation, contractual rights, intellectual property rights, publicity and privacy rights and the rights again liber, defamation and slander.

ASSIGNMENT

You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without NJCTL's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

CHOICE OF LAW: ARBITRATION

These Terms are governed by and will be construed under the laws of the State of New Jersey, without regard to the conflicts of law provisions thereof. Any dispute arising out of or relating to the subject matter of these Terms or the use of these Services shall be settled by binding arbitration in Trenton, New Jersey, in English, in accordance with the Rules of Arbitration of the American Arbitration Association ("AAA") then in effect, by one arbitrator who shall be appointed in accordance with said Rules. Either party may move to confirm, challenge, vacate, or modify the arbitration award in any state or federal court with jurisdiction in the State of New Jersey. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, for which purposes the parties’ consent to exclusive jurisdiction and venue in the state and federal courts located in New Jersey. In any arbitration or court proceeding, the prevailing party shall be entitled to recover reasonable attorney's fees and costs, provided that the party ultimately prevails on the merits of the dispute.

MISCELLANEOUS

You will be responsible for withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and NJCTL agree that these Terms are the complete and exclusive statement of the mutual understanding between you and NJCTL, and that it supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind NJCTL in any respect whatsoever.