Terms of Use

Effective Date: July 2019

 

Introduction

This website is owned and operated by Hayden-McNeil, LLC.  Throughout the site, and these terms “Hayden-McNeil”, “we”, “us”, “its”, and “our” refer to Hayden-McNeil, LLC.

These terms of use (the “Terms of Use”) govern your use of this website (“Site”) and any product, service, activity and/or materials you may purchase, access and/or download through this Site, including but not limited to such materials that you may use in connection with your instructor, class and/or independent thereof  (“Materials”1).  Hayden-McNeil offers this Site, and the Materials conditioned upon your acceptance of all the terms, conditions, policies and notices stated and/or referenced in these Terms of Use.  By accepting these Terms of Use during any registration process, or by otherwise accessing or using the Site and/or Materials, you signify agreement to all terms, conditions, policies and notices contained and/or referenced in these Terms of Use.  If you do not agree to these Terms of Use in full, you may not access or use the Site or Materials, and you must immediately cease all access thereto and use thereof.

Information collection and use, including the collection and use of personally identifiable information, is governed by our Privacy Notice which is incorporated into and is a part of this Terms of Use.

1The Site and Materials exclude RedShelf ebooks, which are governed by Redshelf's respective terms, including its Terms of Use and Privacy Policy.

 

Personal Registration for Services

Certain parts of our Site permit you to browse, access and order Materials without registration.  However, for student access to and use of our student/instructor platform on the Site (the “Service”), including access to and use of Materials therein, the student is required to purchase an access code either on this Site, in a purchased book bundle, or separately at your school bookstore, then register on the Site to set up an account.  Once registered, you are responsible for maintaining the confidentiality of your password and account, and remain responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be suspended or terminated. You may not transfer your account to another party. If you transfer or attempt to transfer your rights to another person, the rights granted hereunder will automatically terminate.  You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security.  We will not be liable for any loss or damage arising from your failure to comply with this section.  If you are a student, your access to and use of the Service is for the particular section or course and for the duration of the subscription period set forth on the respective purchase page.  Your access to and use of such Service begins once you validate your account on the Site with the activation code printed inside the access card or on the sticker. 

Registration and access to the Service is without charge if you are a college instructor and have received a complimentary account from us.  Your access to the Service and any Materials will continue in effect for the academic semester for which you adopted the Materials (unless sooner terminated pursuant to these Terms of Use) and is thereafter terminable at will, but may be extended in our discretion. 

You are responsible for obtaining the Internet access to the Service, any and all third party fees associated with such Internet access (e.g., Internet service provider charges), and all equipment necessary to access the Service.

 

Children

The Materials and this Site are not directed to or intended for children under the age of 13.  Children under the age of 18 may only register for the Service with the express consent of, and supervision by, a parent or legal guardian.  When you, as a parent or guardian, permit a child to access the Site, you represent and agree that:  (a) you are fully bound by these Terms of Use; (b) you shall ensure that your child complies in all respect with these Terms of Use and you shall be responsible for any breach by your child of any term or condition of these Terms of Use; (c) you consent to our collection, use and disclosure of registration data and other personal information from your child in accordance with the Privacy Notice; and (d) with respect to any purchase conducted by your child through the Service, you consent to and are personally bound by the terms of such transaction as the actual party in interest, and your child is acting on your behalf and at your direction solely as an authorized agent.  As the parent or legal guardian, it is your responsibility to determine whether any portion of the Site and/or Materials is appropriate for your child.  Please be sure to read these Terms of Use with your child and answer questions about things they do not understand.

 

User Content and Changes to the Site and Materials

This Site and Materials may contain information, data or content submitted by users to this Site (“User Content”).  We do not verify the accuracy of any User Content, and the opinions and views expressed by Site users are not ours and are not endorsed by us.  In the course of using this Site, users may provide information about themselves to other users.  We do not guarantee the identity of any other user with whom you may interact, or the authenticity of any information any user may provide about him/herself.

We reserve the right to modify, add or remove Materials, features and/or functionality available through the Site in our sole discretion.  However, in the case of our Service, we will not remove any User Content associated with a user’s account until termination or expiration of the applicable subscription period, unless we believe such content violates these Terms of Use or if in the reasonable opinion of our counsel, we feel we need to. 

 

License and Restrictions

We grant you a personal, revocable, non-exclusive, non-sublicensable and non-transferable right to access the Site, and to access and display the Materials for your own personal, non-commercial use, subject to the terms, conditions and limitations set forth herein.  For the Service, such license is limited to the period of your subscription.  For Materials that are resources provided to instructors through the Service (including Assessment Materials as defined below), such license is restricted to use by individuals who are instructors who have registered and remain authorized as such by us (“Authorized Instructors”) and individuals assisting instructors and under their direction (“Instructor Assistants”).  For Assessment Materials (i.e., Materials that are testbanks, questions and answers, quizzes, homework assignments, and other similar materials, whether provided to you by us through our Site or through other means, such as e-mail, CD, print or otherwise), such license is limited to use solely for the purpose of: a) assessing the learning of students enrolled in a class for which these Assessment Materials have been adopted and are in use in connection with the Service, and b) evaluating whether or not to adopt and use the Assessment Materials. Notwithstanding, (i) you will not make the Materials publicly available or available in any format to anyone other than your students and your Instructor Assistants, and (ii) you will not post or upload the Materials, or links thereto,  to any website, online location or platform, including without limitation intranets, bulletin boards, content aggregators, instructor and student communities and chat rooms, homework sites, and other social media sites, any non-password protected website, or otherwise distribute or use the Materials in digital format, except that you may post the necessary portions of the Materials to secure, password protected platforms authorized by us with access limited to your students. 

The following additional restrictions apply.  You may not access the Service through a single account on more than one computer or computer system concurrently.  Multiple use configurations and network distribution of the Site or any Materials are expressly prohibited. You may not modify or delete any copyright, trademark or other proprietary notice that appears on the Site or Materials.  Reproduction of the entirety of the contents of any ebook or Materials available through the Site is expressly prohibited.  If the functionality of the Site permits, you may create and save bookmarks, highlights and annotations to content on the Site.

You agree that you will not make any use of the Site or Materials except as expressly permitted by these Terms of Use, including but not limited to the copying, accessing, displaying, printing, modification, distribution, transmission, performance, broadcast, publication, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any part of the Site or Materials.  Without limiting the generality of the foregoing, you agree not to use the Site or Materials for any commercial purpose, which includes, without limitation, (i) selling access to the Site or Materials, (ii) including any part of the Site or Materials in any website, widget or printed material to which access is sold, or (iii) using the Site or Materials for the purpose of earning revenue through sales, licenses, subscriptions or advertisements.  Any rights to the Site and Materials not granted herein are reserved to us or our licensors.  

For information on where to request permission to reproduce or distribute our Materials, click here.  Requests for permission to reproduce or distribute Materials accessed through the Service that ARE NOT copyrighted our name must be addressed directly to the copyright holder.  

 

No Framing

Without our prior written permission (e.g., your registration to link to the Site via your campus LMS), you may not frame or establish online links to the Site nor may you incorporate into another website or other product or service any intellectual property of ours or any of our licensors. Use of manual or automated devices or other processes to “crawl” or “spider” any part of the Site is strictly prohibited.  Requests for permission to frame, or to establish inline links to, or otherwise incorporate our online content may be sent to Bridget Travers.

 

Material You Submit

You acknowledge that you are responsible for any User Content that you submit or upload to the Site (“Your Content”), including the legality, reliability, appropriateness, originality and copyright of any such material.  We do not assure, and have no responsibility for, the accuracy, legality, reliability, appropriateness, quality or confidentiality of any of Your Content or any other User Content submitted by other users.  You acknowledge that we do not have any obligation to pre-screen Your Content or other User Content, but may do so in our sole discretion.  You may not upload to, distribute or otherwise publish through this Site any content that violates any of the Usage Rules, below.

If you are an instructor or student submitting Your Content for use in connection with any Service, you grant us and our affiliates the irrevocable, royalty-free, sublicensable, transferable, worldwide, perpetual right to use, reproduce, distribute, display and perform Your Content in connection with the Service.  Whenever you submit Your Content through any Service, you also grant each user of the Service a royalty-free, personal, worldwide, nonexclusive license to access any of Your Content you submit, in accordance with these Terms of Use and to use, reproduce, publish, distribute, display and perform such materials, in accordance with the grant of rights to users set forth above in the section entitled License and Restrictions.  You grant us and our affiliates the right to use the name or e-mail address you submit through the Site.

With respect to any of Your Content that you submit through any Service:

  1. You represent and warrant that: you own or otherwise control all necessary rights to grant the rights you grant hereunder; that Your Content is accurate; that you have not violated the section entitled “Usage Rules”, below; and that, if you submit video, audio or photographic content through any Service, you have written consent or permission of each identifiable individual in such content to use his/her voice, name and likeness and grant the rights you grant in these Terms of Use.
  2. You acknowledge that you are solely responsible for any royalties or other payments due for use of Your Content.
  3. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable User Content; specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
  4. You acknowledge that if in our opinion Your Content raises any legal risks, we have the right, in our sole discretion and without limiting any other remedy available to it, to remove or exclude Your Content from the Site and/or Materials without any prior notice to you.

 

Usage Rules

In connection with your use of the Site, you agree:

  • Not to submit or create any link to material that infringes the copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary or personal right of any third party; and not to submit or create a link to any material that is subject to any such right(s) unless you are the owner of such right(s), or have first obtained from the owner of such right(s) all necessary rights and permissions to grant the rights in such materials you grant under the section entitled “Material You Submit”, above;
  • Not to submit or create any link to material that is unlawful, defamatory, abusive, obscene, indecent, lewd, pornographic, violent, threatening, discriminatory, or otherwise objectionable;
  • Not to make any personal attack on any person, firm or company;
  • Not to submit or create any link to material, or otherwise use the Site for any purpose, that constitutes or encourages a criminal offense, including but not limited to conspiring to violate laws;
  • Not to misrepresent your identity, or impersonate any party, including but not limited to misrepresenting your current or previous positions, qualifications, or affiliations;
  • Not to submit any material that you do not have the legal right to disclose;
  • Not to  submit or create any link to any material that is intentionally false or misleading, or is potentially damaging or harmful;
  • Not to advertise or engage in any form of marketing on the Site or use user information obtained through the Site for marketing or other commercial purposes, or use the Site to post or transmit “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation;
  • Not to submit or create any link to any material that contains software viruses or any other malicious computer code or programs that might damage, destroy or interfere with the proper functioning of any software, hardware or systems;
  • Not to stalk or harass anyone;
  • Not to take any action that interferes with the proper working of, or places an unreasonable burden on, the infrastructure of the Site, or that would damage, compromise the security of, or disrupt the Site or any connected network; 
  • Not to use the Site to collect personal information about individuals;
  • Not to post or make available private information of any third party;
  • Not to use the Site as a forwarding service to another website; and
  • Not to allow usage by others in such a way as to violate these Terms of Use.

You also agree that we may de-identify and use your site/product/usage data consistent with our Privacy Notice.

 

Feedback

You may from time to time choose, either through the Site or otherwise, to provide suggestions, comments, improvements, ideas or other feedback or materials to us related to the Site or Materials, including corrections of Materials  (collectively, “Feedback”).  If you choose to provide any such Feedback, you assign and agree to assign all right, title and interest in and to such Feedback to us, and you acknowledge that we will be entitled to use, implement and exploit any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account.

 

Ownership

All right, title and interest in the Site and all of its contents including Materials, Service, Assessment Materials and any and all text, design, graphics, interfaces and code, and the selection and arrangement thereof, are the exclusive property of ours and/or our affiliates and licensors, excluding User Content.  The Site also may include trademarks, service marks or logos of other third parties.  All of these third party trademarks, service marks and logos are the property of their respective owners, and you agree not to use them in any manner without the prior written permission of the applicable owner.  

 

Intellectual Property Rights of Others

We respect the intellectual property rights of others, and we request that our visitors do the same. If you think your work has been copied in a manner that constitutes copyright infringement, you may notify us at:

Hayden- McNeil, LLC
c/o Macmillan
120 Broadway
22nd Floor 
New York, NY 10271
Attention: General Counsel 
e-mail: Copyrightagent@macmillanusa.com

Please include all of the following in your notification:

  1. A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
  2. a description of the copyrighted work you claim has been infringed;
  3. a description of where the material you claim is infringing is located on the Site;
  4. your address, telephone number, email address and all other information reasonably sufficient to permit us to contact you;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
  6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We may, but are not obligated to, monitor any or all activity and/or content on this Site.  If we determine, in our sole discretion, that any activity of, or content submitted by, a user violates these Terms of Use or is otherwise objectionable, we may take any action we deem appropriate, including without limitation, removing content or terminating accounts.  Without limiting the foregoing, it is our policy to terminate the account of any user whom we determine to be a repeat violator of these Terms of Use or repeat infringer of any third-party rights.  Nothing in this section in any way limits our right to terminate accounts, including as provided in the section entitled “Personal Registration for Services” above.

 

Disclaimers

YOUR USE OF THIS SITE AND MATERIALS ARE AT YOUR SOLE RISK.  THE SITE, AND MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.  WE EXPRESSLY DISCLAIM, ON BEHALF OF OURSELF AND OUR AFFILIATES AND LICENSORS, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT THE SITE AND MATERIALS ARE NON-INFRINGING; THAT ACCESS TO THE SITE AND MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITE AND MATERIALS WILL BE SECURE; THAT THE SITE AND MATERIALS AND THE SERVER THAT MAKES THEM AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE AND IN MATERIALS WILL BE COMPLETE, ACCURATE OR TIMELY.  IF YOU DOWNLOAD ANY MATERIALS FROM THIS SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK.  YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIALS.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE OR MATERIALS SHALL CREATE ANY WARRANTY OF ANY KIND.  WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE SITE OR MATERIALS IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.

APPLICABLE LAW IN CERTAIN JURISDICTIONS MAY NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE ABOVE DISCLAIMER MAY, IN WHOLE OR IN PART, NOT APPLY TO YOU.

 

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT NEITHER WE NOR ANY OF OUR AFFILIATES OR THIRD PARTY CONTENT PROVIDERS OR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATING TO OR RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR MATERIALS OR ANY OTHER SITE YOU ACCESS THROUGH A LINK FROM THE SITE OR MATERIALS OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF EMAIL MESSAGES YOU SEND US.  THE FOREGOING EXCLUSION INCLUDES DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES OR DAMAGE, LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND/OR RELATING TO THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES. 

UNDER NO CIRCUMSTANCES WILL WE OR ANY OF OUR AFFILIATES OR LICENSORS BE LIABLE FOR MORE THAN THE AMOUNT WE RECEIVED FOR YOUR ACCESS TO THIS SITE OR MATERIALS.  THIS LIMITATION APPLIES REGARDLESS OF OUR NEGLIGENCE OR KNOWLEDGE.

IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES BE LIABLE FOR:  (A) USER CONTENT; OR (B) YOUR CONDUCT OR THE CONDUCT OF ANY OTHER USER IN CONNECTION WITH THE USE OF THE SITE OR MATERIALS.

WE SHALL NOT BE LIABLE FOR ANY DEFAULT OR DELAY IN THE PERFORMANCE OF ANY OF OUR OBLIGATIONS UNDER THESE TERMS OF USE IF SUCH DEFAULT OR DELAY IS CAUSED, DIRECTLY OR INDIRECTLY, BY ANY CAUSE BEYOND OUR REASONABLE CONTROL.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  IN SUCH JURISDICTIONS, OUR RESPECTIVE LIABILITY AND OUR AFFILIATES AND LICENSORS’ RESPECTIVE LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

 

Indemnification

You agree to indemnify, defend and hold harmless us, our affiliates and licensors, and our and their officers, directors, members, employees, contractors, other agents and customers (each an “Indemnitee”) from any claim, demand, action, class action, investigation or other proceeding, including but not limited to any loss, damage, payment, settlement, judgment or other expense (including reasonable attorneys’ fees and disbursements) arising therefrom (each a “Claim”), brought by any third party against an Indemnitee to the extent that such Claim is based on, or arises out of:  (i) your violation, or potential violation, of these Terms of Use; or (ii) any claim that you have violated any third-party right or that any of Your Content caused harm or damage to a third party.  If you cause a technical disruption of the Site or the systems transmitting the Site to you or others, you agree to be responsible for any and all loss, damage, payment, settlement, judgment or other expense (including reasonable attorneys’ fees and disbursements) arising out of or resulting from that disruption.  You shall not settle any Claim unless such settlement completely and forever releases the Indemnitee from all liability with respect to such Claim without any admission of wrongdoing on the part of the Indemnitee or unless the Indemnitee consents to such settlement in writing (which consent shall not be unreasonably withheld).

 

Links

The Site may contain links to other Web sites.  These links are provided as a convenience to you and as an additional avenue of access to the information contained therein.  We may not have reviewed all the information on those other sites and are not responsible for the content of those or any other sites or any products or services that may be offered through other sites.  Inclusion of links to other sites should not be viewed as an endorsement of the content of linked sites.  Different terms and conditions and privacy policies apply to your use of any linked third-party sites.

 

Account Termination and Effect

You agree that if you violate these Terms of Use or fail to pay any fee for the Site or Materials when required, without limiting any other remedy available to us, we may immediately terminate your account and/or access to the Site and Materials.  Should you object to any terms and conditions set forth in these Terms of Use or our Privacy Notice or any subsequent modifications thereto or become dissatisfied with the Site or Materials in any way, your sole and exclusive remedy and recourse is to discontinue immediately your use of the Site and Materials, cancel your account and notify us of your cancellation.

Upon expiration, termination or cancellation of your account, (i) all licenses to the Site and Materials will immediately terminate, you will have no further rights to access or use the Site or Materials (excluding any use of Your Content), and you shall immediately and permanently delete or destroy all copies of any Materials (excluding Your Content) you downloaded from the  Site, (ii) we may delete any of Your Content that you have submitted, and (iii) we will have no further rights in Your Content, except that we may continue to store back-up copies of Your Content indefinitely.

 

Jurisdiction

We are organized under the laws of the State of New York in the United States of America, and this Site is operated in the United States.  The laws of the State of New York, without reference to the principles of conflicts of law thereof, govern these Terms of Use and your use of the Site, and you irrevocably consent to the exclusive jurisdiction of the courts located in the City and State of New York for any action to enforce these Terms of Use.  By using this Site, you agree you have waived trial by jury in any action or proceeding arising out of or related to the Site and Materials.  We recognize that it is possible for you to obtain access to the Site and Materials from any jurisdiction in the world.  The Site and Materials have been designed to comply with the laws of the State of New York and of the United States.  If the Site or Materials, or your use thereof, is contrary to the laws of the place where you are when you access them, the Site and Materials are not intended for you, and we ask you not to use them.  You are responsible for informing yourself of the laws of your jurisdiction and complying with them.

 

Changes to These Terms of Use

We reserve the right, in our sole discretion, to change these Terms of Use at any time by posting revised terms on the Site.  It is your responsibility to check periodically for any changes we may make to these Terms of Use.  Your continued use of this Site following the posting of changes to these terms or other policies means you accept the changes.

 

Miscellaneous

You agree to comply with all applicable laws, rules and regulations (including privacy laws) relating to your use of the Site and Materials and performance of your obligations under these Terms of Use.  If any provision of these Terms of Use is unlawful, void or unenforceable, the remaining provisions of these Terms of Use will remain in place.  You may not assign these Terms of Use or any of your rights or obligations hereunder without our prior written consent.  These Terms of Use shall be binding on, and shall inure to the benefit of, the authorized successors and assigns of the parties.  Any attempt to assign in violation of this provision shall be null and void.  Except as otherwise provided herein, notices to us under these Terms of Use shall be in writing and shall be sent by overnight courier to the mailing address set forth below.  Notices to you may be sent via overnight courier service to your mailing address on record in your Service account, or via email to your email address on record in your Service account.  Any notices hereunder shall be considered to have been given when sent.  If you are an employee of the U.S. Government or if you are a contractor or subcontractor (at any tier) of the U.S. Government and are accessing the Site for use by the U.S. Government or in connection with any contract or other transaction with the U.S. Government, you acknowledge and agree that by using the Site, the Site qualifies as commercial computer software and that any associated documentation qualifies as commercial computer software documentation within the meaning of the applicable acquisition regulations. These Terms of Use are fully applicable to the U.S. Government’s use of the Site and Materials, and shall supersede any conflicting terms or conditions, unless otherwise prohibited by federal law or regulation.

 

How to Contact Us

If you have any questions or comments about these Terms of Use or want to report a violation of these Terms of Use, please click here or write to us at:

HAYDEN-MCNEIL, LLC
c/o Macmillan
120 Broadway
22nd Floor 
New York, NY 10271
Attention: General Counsel