MATHBRIX (BETA) END USER AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MathBRIX and Participant agree as follows:
Subject to, and conditioned upon Participant’s compliance with, the terms of this Agreement, MathBRIX grants to Participant a non-exclusive, limited license to access and use the MathBRIX platform (the “Platform”) and the associated classroom materials (the “materials”) during a 30-day Trial Subscription Term solely for evaluation and educational purposes. The MathBRIX platform with its games and activities are licensed (not sold) to Participant free of charge during the Trial Subscription Term. The license granted in this Section 1 extends only to Participant and his or her students who are registered to use the Platform, not to students in other classrooms or any third party.
- Participant acknowledges and agrees that a BETA version of the Platform is being provided for evaluation purposes. To that end, Participant agrees to (a) provide each registered student with access to the Platform at least 15 minutes per day, no less than 2 days per week during the Trial Subscription Term, and (b) provide any feedback and/or criticism regarding the Platform and/or Materials directly to MathBRIX, and not to any third party. Neither party may publicly refer to the other orally, in writing, or on its website or in its sales materials as a service provider or Participant, as applicable, or use the other party’s logo on its website or otherwise, without the other party’s prior written consent (an email will suffice).
- The term of this Agreement (the “Trial Subscription Term”) shall begin upon the Effective Date and, unless terminated as provided herein, continue until June 1, 2018, provided that any Participant employee who registers to use the Platform or who is permitting his/her students to use the Platform (a) completes a total of six questionnaires during the three (3) months of the Trial Subscription Term, and (b) participates in an online exit interview.
- Participant may terminate its Trial Subscription Term at any time and for any reason (or for no reason) by giving notice thereof to MathBRIX, and such termination shall be effective on the date such notice is given. MathBRIX may terminate Participant’s Trial Subscription Term at any time and for any reason (or for no reason) by giving notice thereof to Participant, and such termination shall be effective on the date such notice is given. Upon the termination of Participant’s Trial Subscription Term, Participant agrees to immediately cease using the Platform and Materials and immediately delete and destroy all copies of the Materials then in its possession or under its control.
- Participant agrees not to, without first obtaining MathBRIX’s express written permission, (i) copy, distribute or create derivative works based on the Platform or the Materials, (ii) modify, reverse engineer, translate, disassemble, enable disabled features, or decompile any software accessible through the Platform, and not to insert any code or product or manipulate the Platform in any way that affects the user’s experience including, without limitation, taking any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform, (iii) remove any title, trademark, copyright and/or restricted rights notices or labels on the Platform or Materials, (iv) rent, lease, assign, lend, distribute or sublicense the Platform or Materials, and/or (v) use the Platform in any manner that is illegal or impairs the operation of the Platform or its availability or usage by others. Participant further agrees not to use any data mining, web crawlers, robots, cancelbots, spiders, Trojan horses, or any data gathering or extraction method in connection with the use of the Platform.
- Participant agrees not to enter or use the Platform for any purpose that is not expressly permitted by the terms of this Agreement or the Materials, or is otherwise unlawful, and agrees not to use or access, or attempt to use or access, any portion of the Platform for which Participant is not intentionally given access to by MathBRIX. Participant agrees to comply with all applicable laws regarding its use of the Platform.
- Participant agrees to provide only true, accurate, current and complete information and no student should be personally identifiable. Participant represents and warrants that it is specifically authorized to provide such information to MathBRIX so that MathBRIX may use, process and transfer such personally identifiable information.
- MathBRIX shall not have any obligation to provide any upgrades, updates, patches, corrections, changes, enhancements or modifications to the Platform or Materials (collectively, “Updates”) or to otherwise correct any errors or defects in the Platform and/or Materials. However, any Updates that are made available to Participant by MathBRIX during the Trial Subscription Term shall be considered, as applicable, the Platform or Materials for purposes of this Agreement.
- The Platform and Materials are provided on an “AS IS” basis, without any representations or warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MATHBRIX HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND/OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT MATHBRIX KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), IN EACH INSTANCE WITH RESPECT TO THE PLATFORM AND THE MATERIALS. MATHBRIX FURTHER DISCLAIMS ANY AND ALL WARRANTIES AND/OR REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE PLATFORM AND THE MATERIALS.
- TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MATHBRIX BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE PLATFORM OR THE MATERIALS, EVEN IF MATHBRIX IS OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In all events, to the maximum extent allowed by law, MATHBRIX’s aggregate liability for claims relating to this Agreement, the Platform, and/or the Materials shall be limited to $10.
- This Agreement, and any additional terms and/or conditions provided by MathBRIX to Participant along with any Update, constitute the complete and final agreement and understanding between the parties with respect to the subject matter hereof, and supersede and merge all prior and contemporaneous agreements, negotiations, and understandings between the parties, both oral and written, with respect to the subject matter hereof. This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of Missouri and the United States, without giving effect to the conflict of law provisions thereof and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods. The Uniform Computer Information Transactions Act or any version thereof, adopted by any state in any form (“UCITA”) shall not be applicable to this Agreement, and, to the extent that UCITA is applicable, the parties shall be deemed to opt-out of the applicability of UCITA. Participant consents to exclusive jurisdiction and venue in federal courts sitting in St. Louis, Missouri; if no federal subject matter jurisdiction exists, Participant consents to exclusive jurisdiction and venue in state courts sitting in St. Louis County, Missouri. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by Participant without MathBRIX’s prior written consent. MathBRIX may assign, transfer, delegate or subcontract its rights and obligations, in whole or in part, without Participant’s consent. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. Participant shall not export or re-export the Platform into any country or use the Platform in any manner prohibited by any export laws, restrictions or regulations.