Please read the following Terms carefully.  If you AGREE with all of the Terms presented, please click on the AGREE button at the bottom.  If you do not agree with all of the Terms presented, please close the window and you will be sent back to the Kiddie Academy^® Home Page.  You may only enter the Kiddie Academy® Resources portal (the “Portal”) if you AGREE to be bound (by clicking the AGREE button) by all of the Terms presented.  The Terms may be revised at any time by updating this posting (and without any other notice).  Every time you enter the Portal, you must agree to be bound by the Terms, even if they have been changed.

Eligibility: The individual or entity entering the Portal (“Entering Party”) either (1) has executed a Franchise Agreement with Kiddie Academy Domestic Franchising, LLC (“KADF”), (2) is employed by an entity or individual who has executed such an agreement, or (3) is employed by Kiddie Academy Corporate Centers, LLC (“KACC”), KADF, Essential Brands, Inc. (“EBI”), and understands that the only reason he/she may enter this Portal is due to such position or relationship.

Confidentiality and Property Rights: The Entering Party hereby agrees that all of the materials, curricula, forms, policies, manuals, Service Marks and other information included in this Portal (“Materials”) have been created solely for use in Kiddie Academy® Educational Child Care facilities and by those affiliated with the Kiddie Academy System, and that such Materials are confidential, proprietary, subject to copyright and/or trademark protection.  The Entering Party acknowledges and agrees that he/she must use all reasonable efforts to maintain the confidentiality of those Materials. Other than downloading copies of the Materials (as applicable) for the personal use of the Entering Party or Academy employees within a Kiddie Academy® Educational Child Care facility, the Entering Party may not sell, modify, reproduce, display, prepare derivative works based upon, distribute, or otherwise use the Materials in any way.

The confidentiality of all aspects of the Kiddie Academy System must be protected.  The Entering Party recognizes that all distinguishing characteristics of the Kiddie Academy System, which include, without limitation, the Kiddie Academy® Marks (whether already registered or in the process of being registered), the Life Essentials Curriculum© and all of its separate and individual parts, all manuals and forms created in whole or in part by KADF, EBI, or KACC, which are used or intended to be used in conjunction with the operation, marketing, management or advertising of Kiddie Academy® Educational Child Care facilities, and all information, data, images and graphics specifically concerning and/or relating to individual Kiddie Academy® Educational Child Care facilities or the Kiddie Academy System as a whole (“Confidential Information”), must be kept absolutely confidential.  The Entering Party further recognizes that the disclosure or use of such Confidential Information in competition with or to the detriment of KADF, EBI, KACC, or the Kiddie Academy System or for any other reason not approved in writing by KADF, EBI, or KACC would be prejudicial and harmful to KADF, EBI, KACC, and the Kiddie Academy System, and would cause immediate and irreparable injury.  As a result, the Entering Party agrees to: (1) hold in strict confidence all such Confidential Information; and (2) not directly or indirectly disclose to or use on behalf of others, or aid others in obtaining or using such Confidential Information without the prior written consent of an expressly authorized representative of KADF, EBI, and/or KACC.  Further, EBI retains all proprietary rights to all intellectual property rights associated with the Confidential Information (copyrights, patents, trademarks, service marks, trade secrets and know-how).

Disclaimer of Warranties and Limitation of Liability: The Entering Party expressly agrees that use of the Portal and the Materials is at his/her own risk, that any and all of the Materials downloaded or otherwise obtained through the use of the Portal are downloaded or otherwise obtained at the Entering Party’s own risk and own discretion, and that he/she will be solely responsible for any damage caused by same to his/her computer system, hardware or software, or the loss of data that results from the download of any of the Materials.  KADF, EBI, KACC, and their affiliates do not represent or guarantee the accuracy, completeness or reliability of any material posted by any users of the Portal nor do they endorse any opinions expressed by any users of the Portal.  The Entering Party acknowledges that any reliance on material posted by other users of the Portal is at his/her own risk.

THE PORTAL AND THE MATERIALS ARE PROVIDED ON AN AS-IS, AS–AVAILABLE BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTEND PERMITTED BY LAW.  KADF, EBI, KACC, AND THEIR MEMBERS, AFFILIATES, PREDECESSORS, SUCCESSORS, REPRESENTATIVES, ASSIGNS, AGENTS, EMPLOYEES, ATTORNEYS, OFFICERS, AND DIRECTORS, AND EACH OF THEM EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR USE.  IN NO EVENT WILL KADF, EBI, KACC OR ANY OF THEIR MEMBERS, AFFILIATES, PREDECESSORS, SUCCESSORS, REPRESENTATIVES, ASSIGNS, AGENTS, EMPLOYEES, ATTORNEYS, OFFICERS, AND DIRECTORS, OR EACH OF THEM BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, REGULATORY, OR EXEMPLARY DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, USE, DATA, GOODWILL OR OTHER TANGIBLES) RESULTING OR ARISING FROM THE USE OR INABILITY TO USE THE PORTAL OR THE MATERIALS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), REGULATORY NON-COMPLIANCE, OR ANY OTHER LEGAL THEORY.

User Submissions and User Conduct: As a user of the Portal and/or the Materials, the Entering Party is responsible for his/her own communications and is responsible for the consequences of any of his/her postings in the public areas of the Portal.  By submitting any material for posting on the Portal, the Entering Party automatically grants (or, if the Entering Party is not the owner, you warrant that the owner of such materials has expressly granted) KADF, EBI, and KACC a royalty free, perpetual, irrevocable, nonexclusive and fully assignable and sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and otherwise use and exploit such material, in whole or in part, worldwide, and/or to incorporate it in other work in any form, media, or technology now known or later developed.

While using the Portal you may not (1) post or transmit material that is protected by any copyright or trademark laws, including common law protections,, unless you are the copyright or trademark owner or have the express written permission of the copyright or trademark owner to post it, (2) post or transmit materials that reveal trade secrets or confidential information, unless you own them or have the express written permission of the owner, (3) post or transit material that violates or infringes on any other intellectual property rights of others or on the privacy or publicity rights of others, (4) post or transmit material that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another Entering Party, member of the Kiddie Academy® community or entity, any current or prior Franchisee or Franchise Applicant or any current or prior employee or affiliate of any current or prior Franchisee or Franchise Applicant, or any current or prior approved vendor of the Kiddie Academy System, and expressly including, without limitation, KADF, EBI, KACC, and their members, affiliates, predecessors, successors, representatives, assigns, agents, employees, attorneys, officers, and directors, and each of them (5) post or transmit any sexually explicit images or other material, (6) post or transmit advertisements or solicitations of business, unless same is specifically approved in writing by KADF, (7) post or transmit chain letters or pyramid schemes, (8) impersonate another person or post or transmit information under a fictitious name, except that you may utilize your own “DBA” or doing business as name, such as the Kiddie Academy® of [insert specific location], (9) post or transmit material that contains a virus, corrupted file, or other harmful component, or (10) intentionally or unintentionally violate or encourage or assist another to violate any applicable law, rule, or regulation.

KADF, EBI, KACC, and their members and affiliates reserve the right for any reason to edit, refuse to post, or remove without notice or explanation any materials posted by users of the Portal, but has no obligation to delete material that anyone finds objectionable or offensive or that violates any of these Terms.  KADF, EBI, KACC, and their members and affiliates reserve the right, in their sole discretion, to expel any user of the Portal and to prevent further access to the Portal by any user thereof for any reason, including violation of these Terms or applicable laws, rules, or regulations, or for any or no reason at all.  The Entering Party agrees that neither KADF, EBI, nor KACC, nor any of their members, affiliates, predecessors, successors, representatives, assigns, agents, employees, attorneys, officers, or directors, shall be liable to the Entering Party or any third party for such expulsion or any suspension of access to the Portal.

Changes to These Terms: These Terms may be revised at any time by updating this posting (and without any other notice). 

General Provisions: These Terms constitute the entire agreement by and between the parties with respect to the subject matter hereof.  No waiver by KADF, EBI, KACC, or any other members or affiliates of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.  This Agreement shall be a complete defense to any claim that is the subject to these Terms.  The Entering Party consents to the entry of a temporary or permanent injunction, whether affirmative or negative, to prevent and/or end any breach hereof and agrees to indemnify KADF, EBI, and/or KACC and their successors, representatives, assigns, affiliates, members, attorneys, officers, directors, employees and agents for any and all costs and/or expenses incurred as a result of any breach hereof, including reasonable attorney’s fees and/or fees for in-house counsel.  This provision shall not prevent KADF, EBI, and/or KACC from pursuing other legal remedies at their disposal, including, but not limited to, obtaining monetary damages for any breach of these Terms.

To the fullest extent permitted by law, the Terms are governed by the substantive laws of the State of Maryland, U.S.A., which laws shall be controlling in the event of any conflict of law. Any action brought related to these Terms must be brought in a court of competent jurisdiction for Harford County, Maryland, and the Entering Party hereby waives any and all questions of personal jurisdiction or venue for the purposes of carrying out this provision. If any of the provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.  No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.