TEACHTOWN SUBSCRIPTION PROGRAM AND END USER LICENSE AGREEMENT
This Subscription Program and End User License Agreement (“Agreement”) is an agreement between TeachTown, Inc. (“TeachTown”) and you. TeachTown offers the TeachTown Subscription Program that enables end users to utilize the TeachTown software (the “Software”) through an online offering (the “Service”). The Service will be hosted in part at www.teachtown.com (the “TeachTown Site”).
This Agreement applies to your use of the Software (including any third party software, images and other content therein) and the Service as well as to any new versions, updates, supplements and support services TeachTown makes available for the Service and/or Software. By using the Service and/or the Software, you accept these terms. If you do not accept them, you may not use the Service or the Software. As described below, using the Software also operates as your consent to the transmission of certain standard computer information for Internet-based services.
1. License. Subject to the terms of this Agreement, TeachTown grants you the following non-exclusive, non-transferable, non-sublicensable, limited and terminable rights:
1.1 Service. You may access and use a version of the Service by logging on with the user name and password which you have selected and which has been activated by TeachTown (“Logon”). The license granted hereby is limited to remotely accessing through the Internet, viewing and interacting with the Service (and related software applications).
1.2 Software. You may install and use the Software on your personal computer. You may install it on other devices for your use in accordance with this EULA. The components of the Software are licensed as a single unit. You may not separate the components and install them on different devices.
1.3 Documentation. You may copy the Software documentation that we provide to you, if any, in connection with the Software for your personal reference purposes.
1.4 Photos, Clip Art, Sounds and other Media Elements and Templates. You may not copy, print and/or use photographic or other images, clip art, animations, sounds, music, shapes, video clips and templates (“Media Elements”) provided with the Software for your personal use or distribute those Media Elements outside of the Software unless expressly permitted by the Software in connection with exercises applicable to a student. Any and all rights to such permitted copies shall be owned by TeachTown and you shall have the right to use them only with the applicable student and in accordance with any instructions in the Software.
2. Term. This Agreement will terminate upon TeachTown’s notice to you describing your breach of any term in this Agreement or any other TeachTown policy related to use of the Software or the Service, or upon your termination of the Service in accordance with TeachTown’s then standard termination policies. Upon termination of this Agreement (i) all rights and licenses granted by TeachTown hereunder will automatically terminate (ii) you will immediately cease using the Software, Media Elements or any component thereof and (iii) you will immediately return to TeachTown or destroy any and all copies of the Software or Media Elements that are still in your possession. TeachTown shall have the right to retain all data and information provided by you in connection with your use of the Software and the Service solely for TeachTown’s internal archival use. Your Logon will not allow you to use the Service after termination. If you want to use the Service thereafter, you will need to sign up as provided on the TeachTown Site or in accordance with TeachTown’s instructions.
3. Feedback. From time to time, you may agree to give feedback about the Service or the Software to TeachTown including, but not limited to, providing information regarding usability and bug reports. All feedback made by you shall be the property of TeachTown and shall be TeachTown Confidential Information that is subject to the obligations set forth in Section 8. TeachTown may use, share and commercialize the feedback in any way and for any purpose.
6. Consent to Internet-based Services. The Software contains features that connect to the TeachTown Site. In most cases, you will not receive a separate notice when they connect. By using the Software, you consent to the transmission of this information. (i) The Software uses Internet protocols that send your login and password to verify your identity, and other data you enter during your use of the Service back to the TeachTown Site. These protocols are to ensure that you are a properly licensed user of the Software. (ii) The Software also contains an update feature that can obtain appropriate Software updates and related new content and install them on your computer. When this occurs these features send to TeachTown the type of operating system, version of the Software you are using and type of browser you are using. This feature is to ensure that you are receiving updated content as appropriate to maximize your experience with the Software. (iii) The Software and the Service also contain features that communicate certain information about the child using the Software to TeachTown. This enables us to record and process that information to provide the user with aggregated information about the child, such as that child’s developmental progress. We may sometimes use this information, in an aggregated non-personal form, to assist us in updating and modifying, or to provide reports or information about, our products and services.
7. Right to Share Information; Ownership and Loss of Data. You warrant to TeachTown that you have the right and authority to use, to provide to TeachTown, and to grant TeachTown the right to maintain and incorporate into summary reports, all data and information that you provide to TeachTown during your use of the Service and the Software, including but not limited to information related to any child whose use of the Service and the Software you oversee. You agree further that, except as prohibited by applicable law, TeachTown shall own all such data and information. TeachTown shall provide a copy of such information and data to you if required by applicable law. TeachTown will not be responsible for any loss of data you provide to TeachTown via the Service or its inability, for any reason, to use that data, incorporate it into summary or other reports, or provide all or any portion of that data back to you.
8. Confidentiality. The Software and the Service, including the user interface, features, components, documentation and any feedback provided by you or others, is confidential and proprietary to TeachTown and its suppliers (“Confidential Information”). You may not disclose TeachTown Confidential Information to third parties without TeachTown’s prior written consent. You may disclose TeachTown Confidential Information in response to a judicial or governmental order provided that you must first give written notice to TeachTown to allow it to seek a protective order or otherwise protect the information. TeachTown Confidential information does not include information that: (i) becomes publicly known through no wrongful act; (ii) you received from a third party who did not breach confidentiality obligations to TeachTown or its suppliers; or (iii) you developed independently. You agree to maintain the confidentiality of all data and information provided to you via the Service with respect to a student’s intellectual development, and not disclose such information unless permitted to do so by the student’s legal guardian.
9. Indemnification. You agree to defend and indemnify TeachTown, its officers, directors and employees from and against any claims that arise from or relate to your breach of Sections 5, 7 or 8.
10. DISCLAIMER OF WARRANTY. You understand that the Software and Service may not accurately process the data you provide about yourself or the child you’re working with, and the reports provided through the Software or the Service, if any, may not be accurate. TeachTown is not obligated to update or modify, in any manner, this or any later version of the Software or the Service. Furthermore, TeachTown is not responsible to provide any support to you in connection with your use of the Software or the Service. To the maximum extent permitted by applicable law, TeachTown and its suppliers provide the Service, and any technical advice or support services related thereto, AS IS AND WITH ALL FAULTS, and hereby disclaim all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of non-infringement, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Software and the Service and the provision of or failure to provide technical or other support services.
11. LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES. To the extent such limitations are permissible under applicable law, you can recover from TeachTown and its suppliers only direct damages equal to the greater of (i) the amount you paid for shipping and handling of the software, or (ii) up to US $5.00. To the extent permitted by applicable law, TeachTown will not be liable for any other damages, including consequential, lost profits, special, indirect or incidental damages. This limitation applies to anything related to the Software and the Service and the provision of or failure to provide technical or other support services, and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. This exclusion applies even if TeachTown knew or should have known about the possibility of the damages.
12. Entire Agreement. This Agreement together with the Subscription Service Terms and Conditions and any policies related to use of the Service which may be posted on the TeachTown Site, is the entire agreement for the Service and the Software and any support services. Notwithstanding the foregoing, you acknowledge that TeachTown is relying on representations made by you when you established, or that you will make when you establish, your account with TeachTown for the Service regarding your right to access data and information about children whose use of the Software you oversee. If any provision of this Agreement is held to be invalid, such invalidity shall not render invalid the remainder of this Agreement or the remainder of which such invalid provision is a part. If any provision of this Agreement is so broad as to be held unenforceable, such provision shall be interpreted to be only so broad as is enforceable.
13. Applicable Law and Jurisdiction. The rights and obligations of the parties shall be governed by, and this Agreement shall be construed and enforced in accordance with, the laws of the State of Washington, excluding any rules that would apply the law of another jurisdiction. The parties hereto consent to the personal jurisdiction and the exclusive venue of all federal and state courts in King County, Washington, for hearing all disputes under this Agreement.