Hearing Milestones, LLC Software Terms of Use
Effective Date: May 11, 2020
Welcome to Hearing Milestones, LLC’s (the “Company” or “we”) Application Terms of Use
(the “Terms”). These Terms apply to the curriculum purchased by you from the Company and
any software application or program which link to these Terms (collectively the “Services”, each
a “Service”).
I agree, this purchase is for my sole use and is for the exact number of student seats purchased. Due to federal guidelines as well as for the safety of each student, sharing of student seats, ID, or passwords is not permitted. I understand that each seat is meant for a specific student and unlawful sharing of seats will result in immediate termination of use without a refund. I also understand this is an annual subscription per student. COVID-19 has slowed the process of launching additional curriculum and the migration to a new LMS. Due to these delays, I agree to these savings and understand there is a pricing discount for the 20-21school year.
By using the Services, you authorize us to access or receive School Data or other
information via the Services, or any other secure transfer method to provide you software
integration services. As used herein, “School Data” means information provided by a School or
student user of our Service, and may include “educational records” as defined by FERPA.
By accessing or using the Services or by otherwise affirmatively stating or acting in
accordance with a desire to use the Services, you signify that you have read, understood, and
agree to be bound by these Terms and to the collection and use of your information as set forth
in our Privacy Policy. Otherwise, you may not use the Services. Because our Services may change,
these Terms and our Privacy Policy may change too. Upon making changes to the Terms, we will
update the “Effective Date” at the top of this page. Your continued use of the Services after any
changes constitutes your acceptance of the new Terms.
SECTION 1. CONFIDENTIALITY AND APPLICABLE LAWS
We treat your School Data as confidential and do not knowingly share it with third parties
other than as described in our Privacy Policy.
Both parties agree to uphold their responsibilities under the Family Educational Rights
and Privacy Act (“FERPA”), the Protection of Pupil Rights Amendment (“PPRA”), and the
Children’s Online Privacy and Protection Act (“COPPA”). To the extent that any School Data may
be considered an Educational Record as defined by FERPA, we provide the Services under the
school official exception of FERPA 34 CFR Part 99.31(a)(1).
COPPA requires that online service providers obtain clear and verifiable parental consent
before collecting personal information from children under 13. If you are accessing the Service
on behalf of a School, you represent and warrant that you have the authority to provide consent
on behalf of parents, for us to collect information from students for the purpose of providing the
Services to you as described in these Terms before allowing children under 13 to access our
Services. We recommend that all Schools provide appropriate disclosures to students and
parents regarding their use of service providers such as the Company and that they provide a
copy of our Privacy Policy to parents and guardians.
If you are accessing the Service not on behalf of a school, you represent and warrant that
you will not provide any personal information or personally identifiable information of a child
under 13 to the Service, as the term “personal information” is defined by COPPA and as the term
“personally identifiable information” is defined by FERPA.
SECTION 2. ACCESS AND LICENSE
You hereby grant us a non-exclusive, time-limited, fully paid-up, royalty free license to
access and process School Data provided to us through the Services. We will access and process
School Data only in order to provide the Services. As between us, you own all right, title and
interest to all School Data, you are (and other Schools are) solely responsible for any and all
School Data, whether provided by you, students, or others, and we do not own, control, or license
School Data, except to provide the Services.
If you choose to provide access to School Data to a student’s parent or legal guardian (a
“Parent”) you agree that you, and any school official or administrative user that enables Parent
to access features, will only provide Parent access to individual(s) who are authorized to access
a student’s educational records and you are solely responsible for the consequences of providing
access to School Data to Parents through the Services.
We provide access to School Data only to those employees and certain trusted service
providers who have a legitimate need to access such information in connection with providing
the Services to you. Anyone involved in the handling of School Data will treat such data as strictly
confidential and shall not redisclose such data except as necessary in order to provide the
Services. We will maintain access log(s) that record all disclosures of or access to School Data
within our possession and will provide copies of those access log(s) to you on your request. By
using the Services or agreeing to these Terms, you consent to our sharing of School Data as
outlined in these Terms and our Privacy Policy.
Subject to the terms and conditions of these Terms including full payment by you for the
Service, the Company grants you a revocable, non-assignable license to access and use the
Services. To use our Service you may require a mobile device that is compatible with our
curriculum software program (the “Application”). Company does not warrant that the
Application will be compatible with your mobile device. You may use mobile data in connection
with the Application and may incur additional charges from your wireless provider for these
services. You agree that you are solely responsible for any such charges. Company hereby grants
you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the
Application for one user on one mobile device owned or leased solely by you, for your personal
use. You may not: (i) modify, disassemble, decompile or reverse engineer the Application, except
to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell,
sublicense, distribute or otherwise transfer the Application to any third party or use the
Application to provide time sharing or similar services for any third party; (iii) make any copies of
the Application; (iv) remove, circumvent, disable, damage or otherwise interfere with securityrelated
features of the Application, features that prevent or restrict use or copying of any content
accessible through the Application, or features that enforce limitations on use of the Application;
or (v) delete the copyright and other proprietary rights notices on the Application. You
acknowledge that Company may from time to time issue upgraded versions of the Application
and may automatically electronically upgrade the version of the Application that you are using
on your mobile device. You consent to such automatic upgrading on your mobile device, and
agree that the terms and conditions of this Agreement will apply to all such upgrades. The
foregoing license grant is not a sale of the Application or any copy thereof, and Company or its
third-party partners or suppliers retain all right, title, and interest in the Application (and any
copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder,
except as expressly provided for in these Terms, is void. Company reserves all rights not expressly
granted under these Terms. All title, ownership rights and intellectual property rights in and to
the Service (including without limitation any user accounts, software, titles, computer code,
technology, artwork, trademarks, copyright, moral rights, any related documentation) are owned
by the Company or its licensors. The Service is protected by the copyright laws of the United
States, international copyright treaties and conventions, and other laws.
SECTION 3. USE OF SCHOOL DATA
By submitting School Data or other information to us, whether via the Services or
otherwise, you expressly grant, and you represent and warrant that you have all rights necessary
to grant, to us a non-exclusive, royalty-free, worldwide license during the term of these Terms to
use, transmit, distribute, modify, reproduce, display, and store the School Data only for the
purposes of: (i) providing the Services as contemplated in these Terms and our Privacy Policy,
and (ii) enforcing our rights under these Terms.
You agree that we may collect and use data derived from School Data, including data
about any users’ access and use of the Services, that has been anonymized, aggregated, or
otherwise de-identified such that the data cannot reasonably identify a particular student, user,
or School. We may use such data to operate, analyze, improve, or market our Services or to
develop other educational sites, services, or applications. If we share or publicly disclose
information (e.g., in marketing materials) that is derived from School Data, that data will be
aggregated or anonymized to reasonably avoid identification of a specific School or individual
student. You further agree that we may use, store, transmit, distribute, modify, copy, display,
sublicense, and create derivative works of the anonymized, aggregated School Data even after
the Terms expired or been terminated.
SECTION 4. DELETING SCHOOL DATA AND TERMINATING THESE TERMS
You may request in writing that we delete any of your School Data (except as provided
for the Section 3(B) above) in our possession at any time. We will comply with your request in a
commercially reasonable time not to exceed ten (10) business days.
You may, at any time and for any or no reason, terminate these Terms by providing
written notice to Solutions@hearingmilestones.com, except that provisions of these Terms that by
their nature should survive termination will survive termination, such as provisions relating to
warranty disclaimers, limitations of liability, indemnities, and governing law. Termination will not
entitle you to a refund; it will also not affect the terms of any other agreement between you and
the Company, the terms of such agreement will control over these Terms.
Within five days of our receipt of such notice of termination or earlier if commercially
reasonable to do so, we will delete your login credentials. We will automatically delete or deidentify
all School Data within five days of our receipt of the termination notice, except for School
Data residing on backups or internal logs, and will provide notice to the School when School Data
has been deleted and/or anonymized as described in Section 3(B) above. We may terminate this
license at any time for any or no reason. If we choose to do so, we will notify you via your contact
information provided in the Services.
SECTION 5. SECURITY
If there is any disclosure or access to any personally identifiable School Data by an
unauthorized party (a “Security Incident”), we will promptly notify the account owner of any
affected Schools via email and will use reasonable efforts to cooperate with their investigations
of the incident. To the extent known, this notice will identify (i) the nature of the Security
Incident, (ii) the steps we have executed to investigate the Security Incident, (iii) the type of
School Data affected, (iv) the cause of the Security Incident, if known, (v) the actions we have
taken or will take to remediate any deleterious effects of the Security Incident, and (vi) any
corrective actions we have taken or will take to prevent a future Security Incident. If the incident
triggers any third-party notice requirements under applicable laws, you agree that, as the owner
of the School Data, you may be responsible for the timing, content, cost, and method of any
required notice and compliance with those laws. However, at the request of the School and when
permissible under applicable law, the we agree to bear responsibility for the timing, content and
method of such required notice on behalf of the Schools. In all instances, we will indemnify
Schools for all reasonable costs associated with compliance with such notice requirements arising
from a breach of the Service. For clarity and without limitation, we will not indemnify for any
notification costs arising from a breach of the Service due to user error.
SECTION 6: FEES AND PAYMENT TERMS
You agree to pay all fees specified in an ordering document or an online order that is
entered into between you and the Company (each, and “Order Form”) on the payment schedule
set forth in such Order Form. Except as otherwise specified in an Order Form, all payment
obligations are non-cancelable and fees paid are non-refundable. You will provide us with either
valid credit card information, a valid purchase order or alternative payment document
reasonably acceptable to us. If you provide us with a credit card, then you authorize us to charge
such credit card for all purchased products and services listed in the Order Form(s). Such charges
will be made in advance, either annually or in accordance with any different billing frequency
stated in the applicable Order Form. If the Order Form specifies that payment will be by a method
other than a credit card, then we will invoice you in advance and in accordance with the relevant
Order Form(s). Unless otherwise stated in the Order Form, invoiced charges are due net 30 days
from the invoice date. You are responsible for providing complete and accurate billing and
contact information to us and notifying us of any changes to such information. If any amount
owing by you under these Terms or any other agreement with the Company is 30 or more days
overdue, then we may, without limiting our other rights and remedies, suspend our Services to
you until such amounts are paid in full. Prices and fees are exclusive of any federal, state, local or
other taxes, which will be your responsibility, unless you provide us with proof of your taxexempt
status. Taxes, if any, will be listed separately on the invoice. Upon our request, you will
provide us with a certificate or other evidence documenting your tax-exempt status.
SECTION 7 RESTRICTED USES
Please don’t do anything to harm our software or try to hack our Service. Specifically, by
using the Services, you agree not to do any of these things: (i) copy, distribute, or disclose any
part of the Services in any medium, including but not limited to by any automated or nonautomated
“scraping”; (ii) use any automated system, including but not limited to “robots,”
“spiders,” “offline readers,” etc., to access the Services in a manner that sends more request
messages to the our servers than a human can reasonably produce in the same period of time by
using a conventional online web browser; (iii) transmit spam, chain letters, or other unsolicited
email; (iv) attempt to interfere with, compromise the system integrity or security or decipher any
transmissions to or from the servers running the Services; (v) take any action that imposes, or
may impose an unreasonable or disproportionately large load on our infrastructure; (vi) transmit
any malicious software agents through the Services; (vii) collect or harvest any third-party
personally identifiable information, including account names or School Data, from the Services;
(viii) use the Services for any commercial solicitation purposes; (ix) impersonate another person
or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or
attempting to hide your identity; (x) interfere with the proper working of the Services; (xi) access
any content on the Services through any technology or means other than those provided or
authorized by the Services; or (xii) bypass the measures we use to prevent or restrict access to
the Services, including but not limited to features that prevent or restrict use or copying of any
content or enforce limitations on use of the Services or related content.
SECTION 8 ADDITIONAL LEGAL TERMS
You agree to defend, indemnify and hold harmless the Company and its subsidiaries,
agents, licensors, managers, and other affiliated companies, and their employees, contractors,
agents, officers and directors, from and against any and all claims, damages, obligations, losses,
liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
(i) your use of and access to the Services, including any data or content transmitted or received by
you; (ii) your violation of any term of these Terms, including but not limited to your breach of any
of the representations and warranties contained herein; (iii) your violation of any third-party right,
including but not limited to any right of privacy; (iv) your violation of any applicable law, rule or
regulation, including but not limited to FERPA, PPRA, and COPPA; (v) any content or
information that is submitted via your account; or (vi) any other party’s access and use of the
Services with your unique username, password or other appropriate security code.
The Services are provided on an “as is” and “as available” basis. Use of the Services is at
your own risk. To the maximum extent permitted by applicable law, the Service is provided
without warranties of any kind, whether express or implied, including, but not limited to, implied
warranties of merchantability, fitness for a particular purpose, or non-infringement. Without
limiting the foregoing, the Company, its subsidiaries, its affiliates, and its licensors do not warrant
that the Service is accurate, reliable or correct; that the Service will meet your requirements; that
the Service will be available at any particular time or location, uninterrupted; that any defects or
errors will be corrected; or that the Service is free of viruses or other harmful components. Any
content downloaded or otherwise obtained through the use of the Service is downloaded at your
own risk and you will be solely responsible for any damage to your computer system or loss of
data that results from such download or your use of the services.
Federal law, some states, provinces and other jurisdictions do not allow exclusions and
limitations of certain implied warranties, so some of the above limitations may not apply to you.
To the maximum extent permitted by applicable law, in no event shall the Company, its
affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive,
incidental, special, consequential or exemplary damages, including without limitation damages for
loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability
to use, this Service. Under no circumstances will the Company be responsible for any damage,
loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service
or your account or the information contained therein.
To the maximum extent permitted by applicable law, the Company assumes no liability or
responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or
property damage, of any nature whatsoever, resulting from your access to or use of our Service;
(iii) any unauthorized access to or use of our secure servers and/or any and all School Data stored
therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any malicious
software agents that may be transmitted to or through our services by any third party; (vi) any
errors or omissions in any content or for any loss or damage incurred as a result of the use of any
content posted, emailed, transmitted, or otherwise made available through the Services; and/or
(vii) content you create or the defamatory, offensive, or illegal conduct of any third party. In no
event shall the Company, its affiliates, agents, directors, employees, suppliers, or licensors be
liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an
amount exceeding the amount you paid to the Company in the 12 months preceding the event
giving rise to damages.
The Services are controlled and operated from US-based facilities, and we make no
representations that they are appropriate or available for use in other locations. If you access or
use the Services from other jurisdictions, you understand that you’re entirely responsible for
compliance with all applicable United States and local laws and regulations, including but not
limited to export and import regulations. You may not use the Services if you are a resident of a
country embargoed by the United States, or are a foreign person or entity blocked or denied by the
United States government.
You agree that: (i) the Services will be deemed solely based in Wisconsin; and (ii) the
Services will be deemed passive services that do not give rise to personal jurisdiction over us,
either specific or general, in jurisdictions other than Wisconsin. These Terms will be governed by
the laws of the State of Wisconsin, without respect to its conflict of laws principles. The application
of the United Nations Convention on Contracts for the International Sale of Goods does not apply.
You agree to submit to the personal jurisdiction of the federal and state courts located in Madison,
Wisconsin for any actions related to these Terms.
These Terms, and any rights and licenses granted hereunder, may not be transferred or
assigned by you. These Terms, together with any amendments and any additional agreements you
may enter into with the Company in connection with the Services constitute the entire agreement
between you and the Company concerning the Services. If any provision of these Terms is deemed
invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the
validity of the remaining provisions of the Terms, which will remain in full force and effect. No
waiver of any term of these Terms will be deemed a further or continuing waiver of such term or
any other term, and our failure to assert any right or provision under these Terms will not constitute
a waiver of such right or provision. Neither party will hold themselves out to be joint venturers,
and neither party is authorized or empowered to act as the agent of the other. Hearing Milestones, LLC Software Terms of Use
Effective Date: May 11, 2020
Welcome to Hearing Milestones, LLC’s (the “Company” or “we”) Application Terms of Use
(the “Terms”). These Terms apply to the curriculum purchased by you from the Company and
any software application or program which link to these Terms (collectively the “Services”, each
a “Service”).
By using the Services, you authorize us to access or receive School Data or other
information via the Services, or any other secure transfer method to provide you software
integration services. As used herein, “School Data” means information provided by a School or
student user of our Service, and may include “educational records” as defined by FERPA.
By accessing or using the Services or by otherwise affirmatively stating or acting in
accordance with a desire to use the Services, you signify that you have read, understood, and
agree to be bound by these Terms and to the collection and use of your information as set forth
in our Privacy Policy. Otherwise, you may not use the Services. Because our Services may change,
these Terms and our Privacy Policy may change too. Upon making changes to the Terms, we will
update the “Effective Date” at the top of this page. Your continued use of the Services after any
changes constitutes your acceptance of the new Terms.
SECTION 1. CONFIDENTIALITY AND APPLICABLE LAWS
We treat your School Data as confidential and do not knowingly share it with third parties
other than as described in our Privacy Policy.
Both parties agree to uphold their responsibilities under the Family Educational Rights
and Privacy Act (“FERPA”), the Protection of Pupil Rights Amendment (“PPRA”), and the
Children’s Online Privacy and Protection Act (“COPPA”). To the extent that any School Data may
be considered an Educational Record as defined by FERPA, we provide the Services under the
school official exception of FERPA 34 CFR Part 99.31(a)(1).
COPPA requires that online service providers obtain clear and verifiable parental consent
before collecting personal information from children under 13. If you are accessing the Service
on behalf of a School, you represent and warrant that you have the authority to provide consent
on behalf of parents, for us to collect information from students for the purpose of providing the
Services to you as described in these Terms before allowing children under 13 to access our
Services. We recommend that all Schools provide appropriate disclosures to students and
parents regarding their use of service providers such as the Company and that they provide a
copy of our Privacy Policy to parents and guardians.
If you are accessing the Service not on behalf of a school, you represent and warrant that
you will not provide any personal information or personally identifiable information of a child
under 13 to the Service, as the term “personal information” is defined by COPPA and as the term
“personally identifiable information” is defined by FERPA.
SECTION 2. ACCESS AND LICENSE
You hereby grant us a non-exclusive, time-limited, fully paid-up, royalty free license to
access and process School Data provided to us through the Services. We will access and process
School Data only in order to provide the Services. As between us, you own all right, title and
interest to all School Data, you are (and other Schools are) solely responsible for any and all
School Data, whether provided by you, students, or others, and we do not own, control, or license
School Data, except to provide the Services.
If you choose to provide access to School Data to a student’s parent or legal guardian (a
“Parent”) you agree that you, and any school official or administrative user that enables Parent
to access features, will only provide Parent access to individual(s) who are authorized to access
a student’s educational records and you are solely responsible for the consequences of providing
access to School Data to Parents through the Services.
We provide access to School Data only to those employees and certain trusted service
providers who have a legitimate need to access such information in connection with providing
the Services to you. Anyone involved in the handling of School Data will treat such data as strictly
confidential and shall not redisclose such data except as necessary in order to provide the
Services. We will maintain access log(s) that record all disclosures of or access to School Data
within our possession and will provide copies of those access log(s) to you on your request. By
using the Services or agreeing to these Terms, you consent to our sharing of School Data as
outlined in these Terms and our Privacy Policy.
Subject to the terms and conditions of these Terms including full payment by you for the
Service, the Company grants you a revocable, non-assignable license to access and use the
Services. To use our Service you may require a mobile device that is compatible with our
curriculum software program (the “Application”). Company does not warrant that the
Application will be compatible with your mobile device. You may use mobile data in connection
with the Application and may incur additional charges from your wireless provider for these
services. You agree that you are solely responsible for any such charges. Company hereby grants
you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the
Application for one user on one mobile device owned or leased solely by you, for your personal
use. You may not: (i) modify, disassemble, decompile or reverse engineer the Application, except
to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell,
sublicense, distribute or otherwise transfer the Application to any third party or use the
Application to provide time sharing or similar services for any third party; (iii) make any copies of
the Application; (iv) remove, circumvent, disable, damage or otherwise interfere with securityrelated
features of the Application, features that prevent or restrict use or copying of any content
accessible through the Application, or features that enforce limitations on use of the Application;
or (v) delete the copyright and other proprietary rights notices on the Application. You
acknowledge that Company may from time to time issue upgraded versions of the Application
and may automatically electronically upgrade the version of the Application that you are using
on your mobile device. You consent to such automatic upgrading on your mobile device, and
agree that the terms and conditions of this Agreement will apply to all such upgrades. The
foregoing license grant is not a sale of the Application or any copy thereof, and Company or its
third-party partners or suppliers retain all right, title, and interest in the Application (and any
copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder,
except as expressly provided for in these Terms, is void. Company reserves all rights not expressly
granted under these Terms. All title, ownership rights and intellectual property rights in and to
the Service (including without limitation any user accounts, software, titles, computer code,
technology, artwork, trademarks, copyright, moral rights, any related documentation) are owned
by the Company or its licensors. The Service is protected by the copyright laws of the United
States, international copyright treaties and conventions, and other laws.
SECTION 3. USE OF SCHOOL DATA
By submitting School Data or other information to us, whether via the Services or
otherwise, you expressly grant, and you represent and warrant that you have all rights necessary
to grant, to us a non-exclusive, royalty-free, worldwide license during the term of these Terms to
use, transmit, distribute, modify, reproduce, display, and store the School Data only for the
purposes of: (i) providing the Services as contemplated in these Terms and our Privacy Policy,
and (ii) enforcing our rights under these Terms.
You agree that we may collect and use data derived from School Data, including data
about any users’ access and use of the Services, that has been anonymized, aggregated, or
otherwise de-identified such that the data cannot reasonably identify a particular student, user,
or School. We may use such data to operate, analyze, improve, or market our Services or to
develop other educational sites, services, or applications. If we share or publicly disclose
information (e.g., in marketing materials) that is derived from School Data, that data will be
aggregated or anonymized to reasonably avoid identification of a specific School or individual
student. You further agree that we may use, store, transmit, distribute, modify, copy, display,
sublicense, and create derivative works of the anonymized, aggregated School Data even after
the Terms expired or been terminated.
SECTION 4. DELETING SCHOOL DATA AND TERMINATING THESE TERMS
You may request in writing that we delete any of your School Data (except as provided
for the Section 3(B) above) in our possession at any time. We will comply with your request in a
commercially reasonable time not to exceed ten (10) business days.
You may, at any time and for any or no reason, terminate these Terms by providing
written notice to Solutions@hearingmilestones.com, except that provisions of these Terms that by
their nature should survive termination will survive termination, such as provisions relating to
warranty disclaimers, limitations of liability, indemnities, and governing law. Termination will not
entitle you to a refund; it will also not affect the terms of any other agreement between you and
the Company, the terms of such agreement will control over these Terms.
Within five days of our receipt of such notice of termination or earlier if commercially
reasonable to do so, we will delete your login credentials. We will automatically delete or deidentify
all School Data within five days of our receipt of the termination notice, except for School
Data residing on backups or internal logs, and will provide notice to the School when School Data
has been deleted and/or anonymized as described in Section 3(B) above. We may terminate this
license at any time for any or no reason. If we choose to do so, we will notify you via your contact
information provided in the Services.
SECTION 5. SECURITY
If there is any disclosure or access to any personally identifiable School Data by an
unauthorized party (a “Security Incident”), we will promptly notify the account owner of any
affected Schools via email and will use reasonable efforts to cooperate with their investigations
of the incident. To the extent known, this notice will identify (i) the nature of the Security
Incident, (ii) the steps we have executed to investigate the Security Incident, (iii) the type of
School Data affected, (iv) the cause of the Security Incident, if known, (v) the actions we have
taken or will take to remediate any deleterious effects of the Security Incident, and (vi) any
corrective actions we have taken or will take to prevent a future Security Incident. If the incident
triggers any third-party notice requirements under applicable laws, you agree that, as the owner
of the School Data, you may be responsible for the timing, content, cost, and method of any
required notice and compliance with those laws. However, at the request of the School and when
permissible under applicable law, the we agree to bear responsibility for the timing, content and
method of such required notice on behalf of the Schools. In all instances, we will indemnify
Schools for all reasonable costs associated with compliance with such notice requirements arising
from a breach of the Service. For clarity and without limitation, we will not indemnify for any
notification costs arising from a breach of the Service due to user error.
SECTION 6: FEES AND PAYMENT TERMS
You agree to pay all fees specified in an ordering document or an online order that is
entered into between you and the Company (each, and “Order Form”) on the payment schedule
set forth in such Order Form. Except as otherwise specified in an Order Form, all payment
obligations are non-cancelable and fees paid are non-refundable. You will provide us with either
valid credit card information, a valid purchase order or alternative payment document
reasonably acceptable to us. If you provide us with a credit card, then you authorize us to charge
such credit card for all purchased products and services listed in the Order Form(s). Such charges
will be made in advance, either annually or in accordance with any different billing frequency
stated in the applicable Order Form. If the Order Form specifies that payment will be by a method
other than a credit card, then we will invoice you in advance and in accordance with the relevant
Order Form(s). Unless otherwise stated in the Order Form, invoiced charges are due net 30 days
from the invoice date. You are responsible for providing complete and accurate billing and
contact information to us and notifying us of any changes to such information. If any amount
owing by you under these Terms or any other agreement with the Company is 30 or more days
overdue, then we may, without limiting our other rights and remedies, suspend our Services to
you until such amounts are paid in full. Prices and fees are exclusive of any federal, state, local or
other taxes, which will be your responsibility, unless you provide us with proof of your taxexempt
status. Taxes, if any, will be listed separately on the invoice. Upon our request, you will
provide us with a certificate or other evidence documenting your tax-exempt status.
SECTION 7 RESTRICTED USES
Please don’t do anything to harm our software or try to hack our Service. Specifically, by
using the Services, you agree not to do any of these things: (i) copy, distribute, or disclose any
part of the Services in any medium, including but not limited to by any automated or nonautomated
“scraping”; (ii) use any automated system, including but not limited to “robots,”
“spiders,” “offline readers,” etc., to access the Services in a manner that sends more request
messages to the our servers than a human can reasonably produce in the same period of time by
using a conventional online web browser; (iii) transmit spam, chain letters, or other unsolicited
email; (iv) attempt to interfere with, compromise the system integrity or security or decipher any
transmissions to or from the servers running the Services; (v) take any action that imposes, or
may impose an unreasonable or disproportionately large load on our infrastructure; (vi) transmit
any malicious software agents through the Services; (vii) collect or harvest any third-party
personally identifiable information, including account names or School Data, from the Services;
(viii) use the Services for any commercial solicitation purposes; (ix) impersonate another person
or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or
attempting to hide your identity; (x) interfere with the proper working of the Services; (xi) access
any content on the Services through any technology or means other than those provided or
authorized by the Services; or (xii) bypass the measures we use to prevent or restrict access to
the Services, including but not limited to features that prevent or restrict use or copying of any
content or enforce limitations on use of the Services or related content.
SECTION 8 ADDITIONAL LEGAL TERMS
You agree to defend, indemnify and hold harmless the Company and its subsidiaries,
agents, licensors, managers, and other affiliated companies, and their employees, contractors,
agents, officers and directors, from and against any and all claims, damages, obligations, losses,
liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
(i) your use of and access to the Services, including any data or content transmitted or received by
you; (ii) your violation of any term of these Terms, including but not limited to your breach of any
of the representations and warranties contained herein; (iii) your violation of any third-party right,
including but not limited to any right of privacy; (iv) your violation of any applicable law, rule or
regulation, including but not limited to FERPA, PPRA, and COPPA; (v) any content or
information that is submitted via your account; or (vi) any other party’s access and use of the
Services with your unique username, password or other appropriate security code.
The Services are provided on an “as is” and “as available” basis. Use of the Services is at
your own risk. To the maximum extent permitted by applicable law, the Service is provided
without warranties of any kind, whether express or implied, including, but not limited to, implied
warranties of merchantability, fitness for a particular purpose, or non-infringement. Without
limiting the foregoing, the Company, its subsidiaries, its affiliates, and its licensors do not warrant
that the Service is accurate, reliable or correct; that the Service will meet your requirements; that
the Service will be available at any particular time or location, uninterrupted; that any defects or
errors will be corrected; or that the Service is free of viruses or other harmful components. Any
content downloaded or otherwise obtained through the use of the Service is downloaded at your
own risk and you will be solely responsible for any damage to your computer system or loss of
data that results from such download or your use of the services.
Federal law, some states, provinces and other jurisdictions do not allow exclusions and
limitations of certain implied warranties, so some of the above limitations may not apply to you.
To the maximum extent permitted by applicable law, in no event shall the Company, its
affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive,
incidental, special, consequential or exemplary damages, including without limitation damages for
loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability
to use, this Service. Under no circumstances will the Company be responsible for any damage,
loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service
or your account or the information contained therein.
To the maximum extent permitted by applicable law, the Company assumes no liability or
responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or
property damage, of any nature whatsoever, resulting from your access to or use of our Service;
(iii) any unauthorized access to or use of our secure servers and/or any and all School Data stored
therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any malicious
software agents that may be transmitted to or through our services by any third party; (vi) any
errors or omissions in any content or for any loss or damage incurred as a result of the use of any
content posted, emailed, transmitted, or otherwise made available through the Services; and/or
(vii) content you create or the defamatory, offensive, or illegal conduct of any third party. In no
event shall the Company, its affiliates, agents, directors, employees, suppliers, or licensors be
liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an
amount exceeding the amount you paid to the Company in the 12 months preceding the event
giving rise to damages.
The Services are controlled and operated from US-based facilities, and we make no
representations that they are appropriate or available for use in other locations. If you access or
use the Services from other jurisdictions, you understand that you’re entirely responsible for
compliance with all applicable United States and local laws and regulations, including but not
limited to export and import regulations. You may not use the Services if you are a resident of a
country embargoed by the United States, or are a foreign person or entity blocked or denied by the
United States government.
You agree that: (i) the Services will be deemed solely based in Wisconsin; and (ii) the
Services will be deemed passive services that do not give rise to personal jurisdiction over us,
either specific or general, in jurisdictions other than Wisconsin. These Terms will be governed by
the laws of the State of Wisconsin, without respect to its conflict of laws principles. The application
of the United Nations Convention on Contracts for the International Sale of Goods does not apply.
You agree to submit to the personal jurisdiction of the federal and state courts located in Madison,
Wisconsin for any actions related to these Terms.
These Terms, and any rights and licenses granted hereunder, may not be transferred or
assigned by you. These Terms, together with any amendments and any additional agreements you
may enter into with the Company in connection with the Services constitute the entire agreement
between you and the Company concerning the Services. If any provision of these Terms is deemed
invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the
validity of the remaining provisions of the Terms, which will remain in full force and effect. No
waiver of any term of these Terms will be deemed a further or continuing waiver of such term or
any other term, and our failure to assert any right or provision under these Terms will not constitute
a waiver of such right or provision. Neither party will hold themselves out to be joint venturers,
and neither party is authorized or empowered to act as the agent of the other.