TERMS AND CONDITIONS
FORM OF END-USER LICENSE AGREEMENT
i-Ready® Customer Agreement
By accepting the Terms & Conditions you, the customer (“Customer”), and Edu Enhance FZ LLC with an address at Business Centre RAKEZ RAK, UAE (“Licensor”) with its web enabled platform of www.LearnEasy247.com (“LE”) will enter the i-Ready Customer Agreement. The terms of this agreement shall take effect on the date of purchase of plan (the “Effective Date”).
WHEREAS, Curriculum Associates, LLC (“Curriculum Associates”) is the owner of a SaaS-based, proprietary educational assessment and instruction platform known as i-Ready (“i-Ready”);
WHEREAS, Curriculum Associates has granted Licensor a license to resell i-Ready in certain geographic areas outside the United States;
WHEREAS, Customer desires to obtain a license to use i-Ready from Licensor; and
WHEREAS, the parties wish to codify the terms under which Customer may use i-Ready;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Customer hereby agree as follows:
- License. Subject to the terms and conditions of this Agreement, Licensor hereby grants Customer a term-limited, revocable, non-transferable license to access, run, and display as an end users the Software Products of the types and quantities as purchased on LE plans page hereto (the “Licensed Product”) solely for non- commercial, educational purposes, and solely in accordance with the terms and conditions of this Agreement. Customer hereby acknowledges and agrees that the foregoing license granted to it by Licensor shall be at all times dependent on, and subject to the terms of, the right and license granted to Licensor by Curriculum Associates pursuant to a separate instrument.
- Term. This Agreement shall take effect on the Effective Date and shall remain in effect until the duration of the purchase of the Licensed Product after which the Customer will no longer have a validly purchased license to use the Licensed Product (the “Term”).
- Pricing and Payment. Customer will license the Licensed Product from Licensor at a price and on payment terms as set forth on the LE plans page.
- Copyright and Proprietary Rights. The Software Products, including the Licensed Products, and the content contained therein are the sole property of Curriculum Associates and its licensors and are protected by United States and International Copyright laws. All copyright, trademark, and other proprietary rights in the Software Products and in the software, text, graphics, design elements, audio, music and all other materials contained in i-Ready® and any other Software Products are reserved by Curriculum Associates and its licensors. Customer may not use any Licensed Product in any manner that infringes the proprietary rights of any person or entity and shall ensure that they do not violate such
- Data Ownership and Security. In connection with its use of the Product, Customer will be asked to provide Curriculum Associates with data about themselves. Customer represents and warrants that Customer has the right to provide Curriculum Associates with all the data that
Customer inputs into the Product. As Customer use the Product, data will be generated about usage, performance and progress. Both the information that Customer inputs and the data generated by by their usage will be referred to in this Agreement as “Customer Data”. Customer shall own all right, title and interest in and to Customer Data. However, by signing this Agreement, Customer grants Curriculum Associates: (a) a limited, royalty-free license during the term of this Agreement to use Customer Data to host and make access to the Product available to Customer and otherwise fulfill its obligations under this Agreement; and (b) a perpetual, royalty- free license to use Customer Data for product development, research and other purposes consistent with applicable federal United States laws, provided, however, that Curriculum Associates will only use Customer Data for the purposes outlined in subsection (b) in de-identified format. Customer also acknowledges and agrees that, through its use of the Product, the collection and use of Customer Data by Curriculum Associates as set forth in this Section 5 includes the transfer of Customer Data to the United States for storage, hosting, processing, and use by Curriculum Associates. For a full description of the security measures that Curriculum Associates takes, Customer should review Curriculum Associates’ data handling policy, which can be found at http://www.i-ready.com/support/iReady_DataHandlingPolicy.pdf.
- Access to the Product. Customer’s authorized users will need valid usernames and passwords to access the Product. Customer is responsible for the integrity and security of these usernames and passwords.
- Limitations of Use. Customer shall not (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or algorithms underlying the Product; (b) modify, copy, translate, or create derivative works based on the Product or any of the content contained therein; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Product; (d) use the Product for timesharing or services bureau purposes or otherwise for the benefit of a third party other than students or staff within Customer’s organization; or (e) remove any proprietary notices from the Product. Customer may not reproduce, upload, post, transmit, download or distribute any part of the Product content or information, or information accessed at other sites through links made from the Product, other than printing out or downloading portions of the text and images
- Limitation of Warranties and Liability. NEITHER LICENSOR NOR CURRICULUM ASSOCIATES MAKES ANY WARRANTIES WITH RESPECT TO ANY LICENSED PRODUCT OR ANY SERVICES. NEITHER LICENSOR NOR CURRICULUM ASSOCIATES WARRANTS THAT ANY LICENSED PRODUCTS OR SERVICES WILL MEET ANY CUSTOMER REQUIREMENTS, WILL BE ACCURATE, OR WILL BE UNINTERRUPTED OR ERROR FREE. LICENSOR AND CURRICULUM ASSOCIATES EXPRESSLY EXCLUDE AND DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER LICENSOR NOR CURRICULUM ASSOCIATES
SHALL BE RESPONSIBLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATED TO RESELLER’S USE OF THE PRODUCT, INCLUDING WITHOUT LIMITATION, DATA LOSS OR CORRUPTION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE.
IN NO EVENT SHALL CURRICULUM ASSOCIATES, LICENSOR OR EITHER OF THEIR EMPLOYEES, AGENTS, AFFILIATES OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR MULTIPLE DAMAGES OF ANY KIND, WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT OR OTHERWISE. IN NO EVENT SHALL THE LIABILITY OF CURRICULUM ASSOCIATES OR LICENSOR TO CUSTOMER EXCEED THE TOTAL AMOUNT OF LICENSE FEES PAID BY CUSTOMER TO LICENSOR FOR ACCESS TO THE PRODUCT IN THE TWELVE (12) MONTH PERIOD THAT IMMEDIATELY PRECEDED THE EVENTS GIVING RISE TO THE CLAIM.
- Termination. Licensor reserves the right to terminate this Agreement and Customer’s access to the Product at any time upon written notice if Customer does not comply with the terms of this Agreement or if Customer fails to pay Licensor any license fees for the Products when due.
- Third-Party Beneficiary. Customer and Licensor acknowledge and agree that Curriculum
Associates is an intended third-party beneficiary to this Agreement.
- Choice of Law and Jurisdiction; Language. This Agreement and all the rights and obligations of the parties shall be governed by the Laws of the Commonwealth of Massachusetts and the United States. Any claim, dispute or other matter in question arising out of or relating to this Agreement or breach thereof, shall be subject to and decided by a court of competent jurisdiction in the Commonwealth of Massachusetts, USA. The English language version shall be the official version of this Agreement.
- Entire Terms. This document and Customer purchase, represent the full and entire agreement between the parties.