Please carefully read these terms and conditions of use (the ‘TOU”) of Positive Learning, Inc’s (“PL”) proprietary Learning System (“The System”). By using your login to access The System, you agree, on behalf of your organization, to abide by these TOU. All references to “You” or “you” in these TOU refer to your organization, which has licensed access to The System from PL. All authorized users within your organization are expected to comply with these TOU.
Copyright and Proprietary Rights
The System and the content contained therein are the sole property of PL and its licensors and are protected by United States and International Copyright laws. All copyright, trademark, and other proprietary rights in The System and in the software, text, graphics, design elements, audio, music, and all other materials contained in The System are reserved by PL and its licensors. You may not use The System in any manner that infringes the proprietary rights of any person or entity.
Data Collection, Ownership, and Security
In connection with your use of The System, you will be asked to provide PL with data about your students. You represent and warrant that you have the right to provide PL with all of the data you input into The System. As your students use The System, data will be generated about your students’ usage, performance, and progress. Both the information you input and the data generated by your students’ usage will be referred to in these TOU as “Customer Data.” You shall own all right, title, and interest in and to the Customer Data. However, you hereby grant PL: (a) a worldwide, royalty‐free license to use the Customer Data during the term of your agreement with PL to host and make access to The System available to you; and (b) a worldwide, royalty-free, perpetual license to use the Customer Data for product development, research, and other purposes, provided, however, that PL will only use Customer Data for the purposes outlined in subsection (b) in de-identified format. Furthermore, PL agrees not to attempt to re-identify de-identified Customer Data and not transfer de-identified Customer Data to any party unless such party agrees not to attempt re-identification.
PL takes the protection of Customer Data, particularly personally identifiable Customer Data, very seriously. PL will not reveal student names, identifiers, or individual assessment results to any third parties. PL will not use any Customer Data to advertise or market to students or parents. For a full description of PL’s data handling policies and procedures, please review Positive Learning’s’ data handling policy by clicking here: http://www.positivelearning.com/privacy.
Access to The System
Your authorized users will need valid usernames and passwords to access The System. You are responsible for the integrity and security of your usernames and passwords. Please advise PL immediately if any of your usernames and/or passwords have been compromised.
PL will use commercially reasonable efforts to make The System available to you 24 hours a day, except for: (a) planned downtime, of which PL will give you reasonable notice where possible, and which PL shall use reasonable efforts to schedule during the hours from 5:00 p.m. Eastern time to 7:00 a.m. Eastern time; or (b) any unavailability caused by circumstances beyond PL’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays.
Limitations on Use
You shall not, nor permit any of your authorized users to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or algorithms underlying The System; (b) modify, copy, translate, or create derivative works based on The System or any of the content contained therein; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to The System; (d) use The System for timesharing or services bureau purposes or otherwise for the benefit of a third party other than students or staff within your organization; or (e) remove any proprietary notices from The System.
You must use The System in compliance with all applicable laws, rules, and regulations, including, without limitation, laws and regulations that govern the export of technical data outside of the United States.
Limitation of Warranties and Liability; Indemnity
EXCEPT AS SET FORTH IN THESE TOU, PL MAKES NO WARRANTIES WITH RESPECT TO THE SYSTEM. PL DOES NOT WARRANT THAT THE SYSTEM WILL MEET ALL YOUR REQUIREMENTS, WILL BE ACCURATE, OR WILL BE ENTIRELY UNINTERRUPTED OR ERROR FREE. PL EXPRESSLY EXCLUDES AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON‐INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. PL SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATED TO YOUR USE OF THE SYSTEM, INCLUDING WITHOUT LIMITATION, DATA LOSS OR CORRUPTION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE.
IN NO EVENT SHALL PL OR ITS LICENSORS, EMPLOYEES, AGENTS, AFFILIATED AUTHORS, 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 PL TO YOU EXCEED THE TOTAL AMOUNT OF LICENSE FEES PAID BY YOU TO PL FOR ACCESS TO THE SYSTEM.
You shall indemnify, defend, and hold harmless PL and its licensors against any claim brought against PL and/or its licensors by a third party that arises from your use of The System, provided, that PL: (a) promptly gives you written notice of the claim; (b) gives you sole control of the defense and settlement of the claim; and (c) provides you with reasonable assistance, at your expense, with respect to the defense of such claim.
Choice of Law and Jurisdiction:
These TOU shall be governed by and construed in accordance with the laws of the State of Utah, without reference to any conflict of law principles. You hereby submit to the exclusive jurisdiction of the federal and state courts located in the State of Utah for any disputes or claims arising out of your use of The System or these TOU.