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License Agreement

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:

 

  1. 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.

 

  1. 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”).

 

  1. 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.

 

  1. 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

 rights.

 

  1. 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.

 

  1. 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.

 

  1. 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

If Customer’s users leave the Product via a link to a third-party site, neither Licensor nor Curriculum Associates is in any way responsible for that third-party site, and Customer’s use of that third-party site will be governed by that site’s terms of use, not this Agreement. Customer must use the Product in compliance with all applicable laws, rules and regulations. Without limiting the foregoing, the Product originates in the United States, and is subject to United States export laws and regulations, including “deemed export” and “deemed re-export” restrictions. The Product may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Product may be subject to the import and export laws of other countries. Customer agrees to comply with all United States and foreign laws related to use of the Product.

 

  1. 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.

 

  1. 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.

 

  1. Third-Party Beneficiary.  Customer  and  Licensor  acknowledge  and  agree  that  Curriculum

Associates is an intended third-party beneficiary to this Agreement.

 

  1. 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.

 

  1. Entire Terms. This document and Customer purchase, represent the full and entire agreement between the parties.