Welcome to the E-rate University Website ("Website") of Funds for Learning, LLC ("FFL," "we," "our" or "us"). Authorized users of this Website may access, use and display via the FFL Website, FFL created training materials regarding the Universal Service, or E-rate, Program. This Website is best viewed using Internet Explorer Version 5.0 or later.
1.
Authorized Users of this Website
This Website is for use by the following two categories of users:
(1) E-rate (Universal Service) Applicants
("Nonprofits") (e.g.,
(2) Service Providers who participate in the
E-rate program ("Service Provider(s)," "you" or
"your") and who wish to learn more about E-rate.
You are only authorized to access this
Website if you agree to comply fully with all applicable laws and with this
Terms of Use Agreement ("Terms of Use" or "Agreement")
which constitutes an agreement between you and FFL. You are only authorized to
access the FFL Website if you have a valid password issued by us and if you
agree to comply fully with all applicable laws and with these Terms of Use, and
if you are not in breach of this Agreement. PLEASE READ THESE TERMS OF USE
CAREFULLY. By accessing and using this Website, YOU AGREE TO THESE TERMS OF
USE. If you do not agree with them, your use of this Website is PROHIBITED, and
you should leave this Website immediately. We reserve the right at our sole
discretion to modify or amend this Agreement without notice at any time. You
should therefore read this page regularly to learn about any changes. If you
use the Website after these terms have changed you will be deemed to have
agreed to the changes.
2. FFL Website License
The following limited license is granted only to those authorized users who have a valid password issued by FFL:
a. Subject to the terms and conditions of this Agreement, FFL hereby grants you a non-exclusive, nontransferable, non-assignable, and non-sublicensable, limited license and right, to access, to use, and to display the Website.
b. This Website is protected by copyright and other
intellectual property rights and if used other than as expressly provided
herein, you may violate copyright and other laws of the
c. FFL is the copyright owner of the E-rate University Website. Any FFL Software, including the processes, methods of operation, systems, and concepts that are embodied in the website, are trade secret information of and confidential information to FFL. Except as otherwise expressly provided for hereunder, you agree not to make any unauthorized copies of the Website and further agree not to disclose the same to third parties.
d. You agree not to reverse engineer, decompile, or disassemble, or otherwise attempt to directly or indirectly to discover, use, disclose or transfer any source code or other trade secret and confidential information contained in the FFL Website.
e. All trade, trademarks, service marks, tradenames and trade dress employed in connection with the FFL Website, unless stated otherwise, are proprietary to FFL.
g. Except as expressly set forth above, any and all forms of duplication, reproduction, distribution, publication, modification, uploading, posting, copying or transmission of any of the information from this Website is STRICTLY PROHIBITED unless you have obtained the prior written consent of FFL. You can contact us at support@eratemanager.com.
3. Other Agreements between you and FFL
You may not rely on any oral representations made by any FFL representative concerning the information provided on this Website. If you have entered into any written or digital agreements with FFL, other than this Agreement or any version thereof, the terms of such other agreements shall control to the extent that they conflict with this Terms of Use Agreement.
4. Accuracy of FFL Website
The FFL Website may contain inaccuracies. FFL assumes no responsibility regarding the accuracy of the data and information that is provided by FFL or third parties. Use of the FFL Website is at your own risk. The Website may be changed or updated without notice. FFL may also make improvements and/or changes in the Website at any time without notice. Future improvements and/or changes may require you to upgrade your web browser software (e.g. Microsoft Internet Explorer, Mozilla Firefox, etc.), install plug-ins and/or enable features of your web browser in order to use the FFL Website. Failure to upgrade your web browser software, install plug-ins and/or enable features may result in your inability to access the FFL Website, or have limited functionality with the FFL Website. FFL cannot be held responsible for your failure to access the Website or for your limited functionality with the Website in the event you do not upgrade your browser, install plug-ins and/or enable features of your web browser.
5. No Advice
This Website is for general informational purposes. This Website does not provide legal, technical, E-rate, business, tax or accounting advice, or any advice whatsoever relating to your specific business or organization. You understand that we recommend that you consult your own professional advisors (e.g. attorneys, consultants, accountants, etc.) for such advice.
6. Links to and from our Website
FFL is not responsible for the content or practices of third party websites that may be linked to this Website, nor do we endorse such websites.
When using other websites you will be bound by that website's individual "Terms of Use." If you establish a link to this Website, you must not represent in any way, expressly or by implication, that you have received the endorsement, sponsorship or support of this Website or FFL or its members, officers, directors, agents, subsidiaries, affiliates, employees and/or shareholders. We reserve the right to disable a link from any third party website to this Website at any time for any reason in our sole discretion. We also reserve the right to remove a link to any third party website from this Website at any time for any reason in our sole discretion.
7. Disclaimer of Warranties
THE FFL WEBSITE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. FFL DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. FFL's Potential Liability for the Website is Limited
NEITHER FFL NOR ANY OF ITS MEMBERS, OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES AND/OR SHAREHOLDERS, SUCCESSORS, ASSIGNS, CONTENT PROVIDERS OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTIONS, AND LOSS OF OR CORRUPTION TO DATA OR INFORMATION) ARISING OUT OF USE OF THE WEBSITE OR INABILITY TO GAIN ACCESS TO OR USE THE FFL WEBSITE. FFL DOES NOT WARRANT THAT THE USE OF THE FFL WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THIS FFL WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. FFL SHALL NOT BE LIABLE FOR ANY MATERIAL OF WEBSITES IT LINKS TO, OR THAT ARE LINKED TO IT, OR FOR INFORMATION CONTAINED IN ANY PART OF THE FFL WEBSITE. THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE RESPECTIVE LIABILITY OF FFL, ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, OR AFFILIATES, IS LIMITED TO THE LESSER OF THE ANNUAL AMOUNT PAID BY YOU HEREUNDER, IF ANY, OR $1000.
9. Copyright Claims
Pursuant to the Digital Millennium Copyright Act, if you believe that any material contained in this Website infringe your copyright, you should notify FFL at support@eratemanager.com of your copyright infringement claim. Such notification must include the following information:
1. A description of the copyrighted work that is the subject of claimed infringement
2. A description of the infringing material and information sufficient to permit FFL to locate the alleged infringing material
3. Contact information for you, including your address, telephone number and/or e-mail address
4. A statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law
5. A statement by you, signed under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed
6. A physical or electronic signature of the copyright owner or a person authorized to act on the owner's behalf. If you fail to include all of the information, the processing of your claim may be delayed.
10. Confidentiality
FFL's information and data collection practices are described in our Privacy Policy. FFL's Privacy Policy is part of this Agreement, and you agree that use of data as described in the Privacy Policy is not an actionable breach of your privacy rights. The transmission of data or information (including email communications) over the Internet or other networks is not secure and is subject to possible loss, interception or alteration while in transit. We will take commercially reasonable efforts to protect the confidentiality of information you provide us. We do not assume a fiduciary relationship with you with regard to such information. Moreover, we do not accept any liability for the inadvertent release of such information, or for the use of or disclosure of such information resulting from illegal or unauthorized access to our data storage system.
If you receive a password to access the password protected portions of this Website, you are responsible for maintaining the confidentiality of your password and account, and for activities that occur under your account. You must notify us immediately at the following e-mail address if your password is lost or stolen: support@eratemanager.com .
11. Your Agreement to Indemnify Us
You shall indemnify and hold harmless FFL, or its members, officers, directors, agents, subsidiaries, affiliates, employees and/or shareholders, from and against all the liabilities, claims, damages and expenses (including reasonable attorney's fees and costs) arising out of: your use of the FFL Website; your failure to use the FFL Website; your breach or alleged breach of this Agreement or your breach or alleged breach of the copyright, trademark, proprietary or other rights of third parties. You agree to use your best efforts to cooperate with FFL in the defense of any such claim. FFL reserves the right at its discretion to assume the exclusive defense and control of any matter otherwise subject to this indemnification. Your indemnification under this Paragraph extends to the use of your password and your account.
12. We Can Terminate Your Access to this Website At Any Time
We may, in our sole discretion, monitor the use of the Website to ensure compliance with this Agreement and to protect FFL and its licensees from interfering, fraudulent, unlawful or abusive use of the FFL Website. However, we shall have no obligation whatsoever to conduct such monitoring, or to take any action as a result of any monitoring we may undertake. FFL reserves the right to immediately terminate your use of, or access to, this Website at any time if FFL decides at its sole discretion that you have breached this Agreement, or any other Agreement you have with FFL, an or any relevant law, rule or regulation, or that you have engaged in conduct that FFL considers to be inappropriate or unacceptable.
13. You are Responsible for Backing up Your Own Data
During your use of the Website, you are responsible for creating whatever back up copies of your data and the reports generated on your behalf that you believe are necessary. If your use of the website is terminated either voluntarily by you or is terminated by FFL pursuant to the terms of this Agreement, FFL shall not have an obligation to provide any of your data to you.
14. Payment Terms
All users desiring to use the FFL Website shall pay by check, with approved credit, or by credit card. All credit card processing is done through an independent company, and you must comply fully with all the terms and conditions set by this company. For information regarding fees and to pay by credit card, call 405-341-4140. FFL shall not be responsible for any part of your credit card transaction or for the confidentiality of your credit card information. Once payment is made, there will be no right to a refund of all or part of the fee for any reason, including lack of Website availability. Should you fail to pay in a timely manner and should we elect to pursue legal action against you regarding the fees, you agree to pay FFL's reasonable costs of collection, including attorneys' fees.
15. Other Important Terms
You agree that FFL's failure to exercise or enforce any right or provision of the Agreement will not operate as a waiver of our right to enforce such terms.
This Agreement operates to the fullest extent
permissible by law. If any provision of this Agreement is unlawful, void or
unenforceable, that provision shall be deemed severable from this Agreement and
shall not affect the validity and enforceability of any remaining provisions.
You agree that regardless of any statute or law to the contrary, any claim or
cause of action arising out of or related to use of the Website must be filed
within one (1) year after such claim or cause of action arose or be forever
barred. This Agreement is governed by, and construed in accordance with,
the laws of the State of
Nothing contained in the Licensing Agreement or the Terms of Use Agreement shall be deemed to establish, a joint venture between FFL and you or the relationship of employer-employee, partners, principal and agent or the like. Neither party shall have the power to bind the other party without the other’s written consent, nor make any representation that it has such power.
FFL may assign its rights and delegate its duties under the Licensing Agreement or the Terms of Use Agreement. You shall not assign your rights or delegate your duties under any Agreement without FFL’s prior written consent. Notwithstanding the foregoing, you may assign your Licensing Agreement rights to a successor entity comprised of all or substantially all of your assets, provided such entity agrees in writing to be bound hereby.
All rights and obligations of the parties hereunder are personal to them. Nothing contained in the Licensing Agreement or the Terms of Use Agreement is intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.
16. Termination of this Agreement or the Licensing Agreement
a. The obligations contained in the Licensing Agreement and in the Terms of Use Agreement shall terminate early: (i) if a party materially breaches any provision contained in those Agreements and does not cure such breach within fifteen (15) days following written notice thereof from the non-breaching party; (ii) if the parties mutually agree to a different date by written amendment; or (iii) by FFL immediately if you fail to pay in accordance with the signed Licensing Agreement.
b. In the event of the expiration or termination of the Licensing Agreement or the Terms of Use Agreement, paragraphs 7, 8, and 11 of the Terms of Use Agreement shall survive. Additionally, paragraph 7 of the Licensing Agreement shall survive along with the choice of law and jurisdiction selections made in paragraph 15 of the Terms of Use Agreement.
c. Upon the expiration or termination of the Licensing Agreement, the limited license granted hereunder shall terminate immediately and you shall immediately cease use of the FFL Website. If termination occurs with the mutual written consent of the parties under Paragraph 16 a. (ii) above, or under Paragraph 17 b. below, you shall be entitled to a pro-rata refund of any pre-paid fees unearned by FFL at the time of such termination.
17. Remedy for Non-Availability of FFL Website
FFL reserves the right to modify the FFL Website and/or change the methods and/or frequency of access to the FFL Website at any time, without notice. In such an event, you shall not be entitled to a refund of the License Fees. While it is in the best interests of both parties that FFL maintain a secure and stable website environment to the extent practicable, you acknowledge that for operational reasons, the FFL Website may become wholly or partially unavailable, either because FFL elects to temporarily suspend the service or because service is suspended due to circumstances beyond FFL’s control.
a. FFL may, in its sole discretion, suspend your access to the FFL Website or a part of the FFL Website and shall give you notice of the anticipated period of suspension and the projected date that access to the FFL Website will be restored. Should such suspension last for more than 48 hours, you shall receive a prorated share of your License Fee for the duration of the suspension.
b. Should you be unable to access the FFL Website and such failure is not the subject of a suspension pursuant to Paragraph 17 a. above, (and is not caused by your own operational capabilities) you shall notify FFL of the nature of the access failure. Upon receipt of such notice, FFL shall endeavor to use reasonable commercial means to correct the problem. In the event that the access failure continues for 30 days, your sole remedy shall be to elect to terminate this Agreement and receive a prorated share of your License Fee.
18. Waiver
Only a written instrument executed by the party waiving compliance shall operate as a waiver of the terms and/or covenants of the Licensing Agreement or the Terms of Use Agreement. The failure of either party at any time to require performance of any provision shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in either Agreement, whether by conduct or otherwise, shall be deemed a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in these Agreements.