Terms of Use

The Royalty Direct Website (the “Website”) is a password-protected website that is operated and maintained for use by the Savvas Learning Company family of companies and their authors, including without limitation, Savvas Learning Company.(collectively, “Savvas -Learning Company”). The Website is designed to allow recipients of Savvas Learning Company royalty statements (“Recipients”), including authors, contributors or other licensors of Savvas Learning Company (referred to herein collectively as “Authors”), or agents or other authorized representatives whom any Author has designated to receive royalties on the Author’s behalf (“Agents”), to receive and view royalty statements online, and provide and update certain relevant personal information (such as contact information, banking details or other information) used in connection with calculating, reporting or paying royalties (“Recipient Details”).

a. These Terms of Use (“TOU”), including the terms of the RoyaltyDirect Website Privacy Policy (the “Privacy Policy”), govern your use of the Website. By accessing and using the Website in any manner, you represent that you: (a) are an authorized Recipient; (b) have read and understood these TOU; and (c) agree to abide by these terms and use the Website in a manner consistent with all laws and regulations which may apply to your use of the Website (“Applicable Laws”). If you do not agree to these TOU by clicking “I agree” in the course of registering for the Website, your login will be cancelled and you will have no right or license to access or use the Website. These TOU may be changed by Savvas Learning Company at any time without notice to you by posting the amended terms on this page, and also posting a notice that these TOU have been amended on the home page for this Website. Your continued use of the Website thereafter will constitute consent to the modified TOU.

b. Should you have any questions regarding these TOU or the Privacy Policy, you may contact lsroyalties@savvas.com.

a. Subject to your compliance with these TOU and all Applicable Laws, Savvas Learning Company hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, personal, fully revocable license to access and use the information and functions provided through the Website (“Website Content”) solely for the purposes of (a) submitting new or updated Recipient Details, and (b) accessing, viewing, printing and/or downloading any royalty statement for which you are an authorized Recipient. You are not licensed to use the Website or Website Content for any other purpose (including, but not limited to, any commercial purpose and/or to access or view any royalty statement for which you are not an authorized Recipient), and nothing in these TOU, nor your use of the Website, shall be deemed to grant or transfer to you any right, title or interest in the Website or the Website Content.

b. References on this Website to any names, marks, products or services of third parties or hypertext links to third party sites or information, if any, are provided solely as a convenience to you and do not in any way constitute or imply Savvas Learning Company’s endorsement, sponsorship or recommendation of the third party, information, product or service. Savvas Learning Company is not responsible for the content of any third party sites and does not make any representations regarding the content or accuracy of material on such sites. If you decide to use any link to access any such third party websites, you do so entirely at your own risk. Your access and use of such third party websites, or any Savvas Learning Company website other than the RoyaltyDirect Website, is subject to the terms and conditions of use and the privacy policies of such websites.

a. You may access and use the Website only for those purposes specified in these TOU. You may not use any device, software, routine or agent to interfere with the proper operation of the Website, nor to access or view any royalty statement or Recipient Details other than your own, or, in the case of an Agent, those of an Author you represent. You may not take any action which you know, or reasonably should know, would impose an unreasonable or disproportionately large load on our infrastructure. You are expressly prohibited from reverse engineering or modifying any of the functionalities on the Website.

b. You should select a secure User ID and password that will not compromise your privacy. You will be responsible for keeping your User ID and password for the Website secure. You may not disclose or share your User ID or password to or with third parties, nor use them for any unauthorized purpose. You may not attempt to log in with a User ID or password other than your own.

Unless otherwise indicated, all rights, title and interest (including, without limitation, all copyrights, trademarks and other intellectual property rights) in and to this Website and the Website Content are the property of Savvas Learning Company and/or Savvas Learning Company’s licensors. Except as expressly permitted in these TOU, you may not copy, modify, reproduce, republish, upload, download, post, transmit, sell, offer for sale, commercially exploit, or redistribute the Website or any Website Content in any way without the express prior written permission of Savvas Learning Company. Savvas Learning Company and/or its licensors hereby reserve all rights in and to the Website and Website Content not expressly granted in these TOU.

The brands and logos for the Savvas Learning Company family of companies appearing on the Website ("Savvas Learning Company Marks") are trademarks, trade names and service marks owned by Savvas Learning Company or its affiliates, subsidiaries or licensor(s). You agree not to use any Savvas Learning Company Marks without the express prior written consent of Savvas Learning Company and/or the owner of the applicable Savvas Learning Company Mark. Savvas Learning Company and/or its affiliates or licensors hereby reserve all rights in and to the Savvas Learning Company Marks.

Certain of the information provided by you and/or collected by Savvas Learning Company in connection with this Website is governed by the Privacy Policy, which is hereby incorporated into these TOU by reference. For more information, see our full Privacy Policy at Privacy Policy. You understand that by agreeing to these TOU and using the Website, you consent to the collection, use and disclosure (if applicable) by Savvas Learning Company of this information as set forth in these TOU and/or the Privacy Policy, including the transfer and storage of personal information to the United States and/or other jurisdictions which may be outside of your resident jurisdiction.

Savvas Learning Company reserves the right at any time to modify, suspend or terminate its offering of, and/or your use of or access to, the Website, with or without notice. Savvas Learning Company will not be liable to you or any third party for any such modification, suspension or termination. If you object to any such changes, your sole recourse is to stop using the Website. Upon termination by Savvas Learning Company of your access to this Website for any reason, you must cease any use or access of the Website. All provisions of these TOU set forth below (Special Provisions for Agents, Submission of Personal Information, Warranty Disclaimer, Liability Limitation, Indemnity, General) shall survive such termination.

If you are an Agent designated to receive royalty statements provided through this Website, all of these TOU govern your use of the Website as if you were the Author you represent. In addition, you warrant and represent that you shall: (a) treat Recipient Details pertaining to Authors with the same standard of care as you would treat your own highly confidential information and not disclose such information to any third parties whatsoever without the prior written consent of the Author to which such Recipient Details pertain; (b)employ procedures and protocols within your agency or other organization (where applicable) to ensure the confidentiality of such Recipient Details, including restricting access to the User ID and password for your Website account on a “need to know” basis, permitting access to the Website only through a secure internet connection, and deactivating user validation information known to any employee or contractor that has violated the TOU or separated from your organization; and (c) immediately report to the relevant Author(s) and Savvas Learning Company any breach or suspected breach of these TOU, including any unauthorized disclosure of Recipient Details due to “hacking” or other intrusions to your computer systems

a. Recipients may use the Website to provide or update Recipient Details. Please be advised that, while all Recipient Details you provide are subject to verification by Savvas Learning Company’s royalties staff before they are used in connection with the calculation, reporting or payment of royalties, you are responsible for the accuracy and completeness of any Recipient Details you provide. To the fullest extent permitted by Applicable Laws, Savvas Learning Company shall in no event have any responsibility or liability for any inaccurate or incomplete Recipient Details provided by you, or for any claims, damages, or losses resulting from any incomplete or otherwise inaccurate Recipient Details submitted by you, including, but not limited to, any claims, damages or losses arising from the use of any such inaccurate Recipient Details to calculate, report and/or pay royalties to the applicable Recipient.

b. By providing any Recipient Details, you hereby represent and warrant as follows: (i) that all Recipient Details you provide are current and accurate, and either pertain to you personally or an Author that has authorized you to disclose such information; (ii) that any submissions by you (including, without limitation, Recipient Details) shall not contain any viruses or other contaminating or destructive devices or features; (iii) that your submissions shall not contain any defamatory, indecent, offensive, tortious, or otherwise unlawful material or content; and (iv) that your submissions shall not be used to carry out or solicit any unlawful activity and/or to make commercial solicitations.

c. You hereby authorize Savvas Learning Company to use and/or authorize others to use all or any part of the Recipient Details you submit in connection with the calculation, reporting and payment of royalties to the applicable Recipient or as otherwise contemplated in these TOU. To the extent that Recipient Details or other information collected on the Website constitutes Personal Information (as defined in the Privacy Policy), such information is subject to the Privacy Policy, Privacy Policy.

SAVVAS LEARNING COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AND PROVIDES NO CONDITIONS WITH RESPECT TO THE WEBSITE, WHICH IS PROVIDED FOR USE “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, SAVVAS LEARNING COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, LEGAL, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, AND QUALITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE WEBSITE. SAVVAS LEARNING COMPANY ALSO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE WEBSITE WILL BE AVAILABLE OR ERROR FREE OR ANY INFORMATION INCLUDED ON ANY WEBSITE WITH WHICH THIS WEBSITE IS LINKED IS ACCURATE, COMPLETE, OR CURRENT. It is your responsibility to evaluate the accuracy and completeness of all information, opinions and other material included on any website with which the Website is linked.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, SAVVAS LEARNING COMPANY AND ITS SUBSIDIARIES AND AFFILIATES AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, VENDORS, AND CONTRACTORS SHALL IN NO EVENT BE LIABLE FOR ANY CLAIMS, CHARGES, DEMANDS, DAMAGES, LOSSES, EXPENSES OR OTHER LIABILITIES OF WHATEVER NATURE AND HOWSOEVER ARISING – INCLUDING, WITHOUT LIMITATION, ANY COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A COMPUTER OR ELECTRONIC VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER – EVEN IF SAVVAS LEARNING COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE, OR ANY WEBSITE WITH WHICH IT IS LINKED. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK-UP AND VIRUS-CHECKING AS YOU CONSIDER NECESSARY.

You agree to indemnify and hold Savvas Learning Company and its subsidiaries and affiliates, and its and their respective officers, agents, directors, licensors, contractors, vendors and employees harmless from and against any and all claims, charges, demands, damages, losses, expenses, and liabilities of whatever nature and howsoever arising (including, but not limited to, any legal or other professional fees and the costs of defending or prosecuting any claim), incurred or suffered by Savvas Learning Company, directly or indirectly, by reason of any act or omission which you or any of your agents, contractors, employees or representatives commit in breach of these TOU or in violation of any third party rights or Applicable Laws.

a. These TOU, constitute the entire agreement between you and Savvas Learning Company relating to its subject matter, and supersede all prior or contemporaneous written or oral agreements between us with respect to such subject matter.

b. These TOU will be governed by and construed subject to the following choice of law and forum selection provisions:

i. If you reside in the US or derive royalties from a US-based Savvas Learning company , these TOU shall be governed and construed in accordance with the laws of the State of New York, without giving effect to its conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the courts located within the County of New York, State of New York in the event of any claim arising from your use of the Website or these TOU.

ii. If you reside in Canada or derive royalties from a Canada-based Savvas Learning company, these TOU shall be governed and construed in accordance with the laws of Ontario and the laws of Canada applicable therein, without giving effect to its conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the courts located in the province of Ontario in the event of any claim arising from your use of the Website or these TOU

iii. If you reside in the European Union or derive royalties from a Savvas Learning company doing business in the EU, these TOU shall be governed and construed in accordance with the laws of England, without giving effect to its conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the courts located in England in the event of any claim arising from your use of the Website or these TOU.

c. If any provision of these TOU is found to be unlawful, unenforceable or void for any reason, then that provision will be deemed severed from these TOU and will not affect the validity and enforceability of any remaining provision

d. Savvas Learning Company may assign or delegate its rights or obligations under these TOU.

e. The failure of Savvas Learning Company to act with respect to a breach of these TOU by you or others does not constitute a waiver and shall not limit Savvas Learning Company's rights with respect to such breach or any subsequent breaches. All such waivers shall be in writing and signed by Savvas Learning Company.

f. It is the express wish of the parties that these TOU and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

a. Please report any suspected violation of these TOU or concerns about the security or operation of the Website to Savvas Learning Company.

b. If you have any questions or feedback about these TOU or the Website, feel free to contact us at lsroyalties@savvas.com / or write to: Savvas Learning Company Royalty Department, 15 East Midland Ave, Paramus NJ 07653.

Last Revised June 2020