Terms of Service for Structal Platform
This Structal Platform User Agreement (“Agreement”) is a binding agreement entered into on the date upon which you click “I Agree” after reading the terms below (the “Effective Date”), and is between you (“End User” or “you” (which includes your child or a minor under your guardianship) and Structal, LLC (“Structal”). This Agreement governs your access to and use of Structal’s platform located at [URL] that enables an instructor to manage the parameters of Structal’s web browser extension software and enable parents and guardians of active learners to review the results and progress associated with their students (the platform and any associated app, including all related documentation, are referred to herein collectively as the “Platform”). The Platform is licensed, not sold or transferred, to you.
By using the Platform, you (a) acknowledge that you have read and understand this Agreement; (b) represent that you are 18 years of age or older; (c) agree that you are responsible for your child’s use of the Platform and for his or her compliance with the terms of this Agreement; and (d) accept this Agreement and agree that you are legally bound by its terms. If you do not agree to these terms, you may not use the Platform.
1. Registration/Collection and Use of Your Information.
2. User Name/Password Protection.
Registration for use of the Platform also requires that you choose a username and password for your account. You agree that you are entirely responsible for safeguarding and maintaining the confidentiality of the username and password you use to access the Platform. You authorize Structal to assume that any person using the Platform with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of your account.
3. Your Responsibilities.
(a) You have and will retain sole control of all access to and use of the Platform by any individual using your Platform logon credentials, including any: (i) information, instructions, or materials posted by or provided by any individual within the Platform; (ii) results obtained from any use of the Platform; and (iii) conclusions, decisions, or actions based on such use.
(b) You have and will retain sole responsibility for: (a) all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from you, or from any individual using the Platform under your logon credentials, by or through the Platform or that incorporates or is derived from the storage, compilation or management of such information, data, or content by or through the Platform; (b) all information, instructions, and materials provided by or on behalf of you or by any individual using the Platform under your logon credentials; (c) your information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by you or through the use of third-party services; (d) the security and use of your Platform access credentials; and (e) all access to and use of the Platform directly or indirectly by you or any individual using the Platform under your logon credentials, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
4. Pricing and Payment.
(a) Pricing. Structal initially and for a limited time is making the Platform and Services available for free. Structal reserves the right to begin charging for access to the Platform at a time of its choosing and without prior notice to you. When Structal begins charging you will be directed to a payment information page when you next attempt to login to access the Platform.
(b) Pricing Increases. Structal may increase the pricing at its sole discretion.
5. User Content.
(a) The Platform allows you to submit, upload, publish or otherwise make available to Structal through the Platform text and other content authored by you or others and data arranged and compiled by you or others (“User Content”). Any User Content provided by you remains your property, or the property of others where applicable. However, by posting User Content within the Platform and submitting the User Content to Structal, you grant Structal a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to use, edit, copy and distribute (solely at Your direction) such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Platform and Structal’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
(b) You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Structal the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Structal ’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(c) The Platform is intended to manage and organize the User Content and enable the efficient distribution and use of the User Content that you submit. Structal will exert commercially reasonable efforts to provide the Platform in an error-free manner. You understand that Structal does not warrant accuracy or a lack of data processing errors. Furthermore, you agree to engage in validation review of the User Content as it appears in the Platform to independently ensure the integrity and usability of the User Content, and to inform Structal of any errors, inconsistencies or issues that should be addressed.
6. Prohibited Uses of Platform.
(a) You agree not to access (or attempt to access) the Platform by any means other than through the website Platform or any mobile app interface that is provided by Structal. You agree that you will not copy or scrape, through manual or automated means, any data from the Platform apart from your use of the data needed by or useful to you for your individual use consistent with the intended use of the Platform. You agree that you will not engage in any activity that interferes with or disrupts the Platform (or the servers and networks which are connected to the Platform). You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Platform for any purpose. You agree that you are solely responsible for (and that Structal has no responsibility or liability to you or to any third party for) any breach of your obligations under this Agreement and for any consequences (including any loss or damage which Structal may suffer) of any such breach.
(b) You agree that you shall not transmit to Structal or upload to or through the Platform (whether as User Content or otherwise) any Harmful Code, or use or misappropriate the Platform for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “Trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.
(c) Without limiting the foregoing and by way of example only, users may not: Generate or facilitate unsolicited commercial email (“spam”). Such activity includes, but is not limited to: sending messages in violation of the CAN-SPAM Act under U.S. law or any other applicable anti-spam law; imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam; sending messages to users who have asked not to be contacted; selling, exchanging or distributing to a third party the contact information of any person without such person’s knowledge of, and continued consent to, such disclosure; and using Structal contacts in violation of Structal policy, as determined by Structal, including, for example, as indicated by low response rates from those persons contacted. Send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content, or offer to do the same. Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other Harmful Code or items of a destructive or deceptive nature. Conduct or forward pyramid schemes or similar programs. Transmit content that may be harmful to minors. Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any email. Transmit another’s intellectual property or other proprietary or confidential information without such owner’s or licensor’s permission. Violate the legal rights (such as rights of privacy and publicity) of others. Promote or encourage illegal activity. Interfere with other Structal users’ enjoyment of the Platform. Create user accounts by automated means or under false or fraudulent pretenses. Sell, trade, resell or otherwise exploit for any unauthorized commercial purpose, or transfer, any Structal account. Modify, adapt, translate, or reverse engineer any portion of the Platform. Reformat or frame any portion of the web pages that are part of the Platform without Structal’s explicit written permission. Contact other Structal users about multi-level marketing (MLM) programs or any topics Structal considers detrimental to its users. Create multiple Structal accounts without permission. Bypass any limitations or suspensions of functionality. Provide false information.
7. License Grant.
Subject to the terms of this Agreement, Structal grants to you a limited, non-exclusive, non-sublicensable and nontransferable license to download, install, and use the Platform for the Term strictly in accordance with the Platform’s documentation and solely for non-commercial purposes. For the avoidance of doubt, this license does not entitle you to distribute or re-sell the Platform or any data accessed through the Platform.
8. License Restrictions.
You shall not:
(a) copy the Platform, except as expressly permitted by this Agreement;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, the data accessed through the Platform, or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time; or
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform.
9. Reservation of Rights.
The Platform and its entire contents (other than materials you submit), features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Structal, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform or the data accessible through the Platform under this Agreement, nor do you acquire any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and in accordance with the Platform’s documentation. Structal reserves and shall retain its entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
You or a third party own all content that you or any individual using the Platform under your logon credentials submit to the Platform, and Structal disclaims ownership of or responsibility for such content. You hereby irrevocably grant all rights and permissions in or relating to such content as is necessary or useful to Structal to enforce this Agreement and exercise Structal’s rights and perform Structal’s obligations hereunder.
Structal may from time to time in its sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Structal has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. If you access the Services via a mobile Platform, and depending upon your mobile device settings, when your mobile device is connected to the internet either:
(a) the Platform will automatically download and install all available Updates; or
(b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Platform or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.
11. Third-Party Materials.
You acknowledge and agree that Structal is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Structal does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
12. Representations and Warranties.
You represent and warrant that:
(a) you are in compliance with all laws applicable to your use of the Platform;
(b) you own or otherwise have and will have the necessary rights and consents in and relating to all content that you or any individual using the Platform under your logon credentials submit to the Platform so that, as received by Structal and stored and shared within the Platform, such content does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, privacy right or other rights of any third party or violate any applicable law;
(c) you have the right and authority to enter into this Agreement;
(d) your entering into this Agreement with Structal and your performance of your obligations under the Agreement do not and will not conflict with or result in any breach or default under any other agreement to which you are subject; and
(e) that you will not use the Platform in connection with any “prohibited transaction” as defined under the Cuban Assets Control Regulations, 31 C.F.R. Part 515; Iranian Transactions Regulations, 31 C.F.R. Part 560; or Sudanese Sanction Regulations, 31 C.F.R. Part 538; Former Liberian Regime of Charles Taylor Sanctions Regulations, 31 C.F.R. Part 593; Burmese Sanctions Regulations, 31 C.F.R. Part 537; Foreign Assets Control Regulations as they relate to North Korea, 31 C.F.R. Part 500; Executive Order 1338; or any other law, regulation or executive order of the United States of America.
13. Term and Termination.
(a) The term of Agreement commences on the Effective Date and will continue in effect until terminated by you as set forth below in Section 13(b) or by Structal as set forth below in Section 13(c).
(b) You may terminate this Agreement by ceasing to use the Platform and, if you have downloaded the Platform in mobile app form, deleting the Platform and any copies thereof from your mobile device.
(c) Structal may terminate this Agreement at any time without notice if it ceases to support the Platform, which Structal may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically, and Structal reserves the right to disable your or any individual’s access to the Platform, without any notice if you violate any of the terms and conditions of this Agreement. This Section 13(c) does not limit any of Structal’s other rights or remedies, whether at law, in equity, or under this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate; and
(ii) you must cease all use of the Platform and, if applicable, delete all copies of the Platform from your mobile device and account.
(e) Termination will not limit any of’ Structal’s rights or remedies at law or in equity. Moreover, upon termination or expiration of this Agreement Sections 12, 13, 14, 15, 16, 18, 19, 20, 21 and 22 and any other provision of this Agreement that by its terms would be expected to survive termination or expiration of this Agreement will survive termination or expiration of this Agreement.
14. Disclaimer of Warranties.
THE PLATFORM IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, STRUCTAL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, STRUCTAL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, PLATFORMS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO IT COULD BE THAT SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS DO NOT APPLY TO YOU.
15. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL STRUCTAL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE CONTENT AND SERVICES FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) IN THE CASE OF ENTERPRISE LICENSES, DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO STRUCTAL FOR USE OF THE PLATFORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO YOUR PROVIDING NOTICE OF A CLAIM (DEFINED IN SECTION 18 BELOW).
(c) IN THE CASE OF ONE-TIME USE LICENSES, DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO STRUCTAL FOR USE OF THE PLATFORM DURING THE ONE (1) YEAR PERIOD PRIOR TO THE EVENT THAT GIVES RISE TO YOUR CLAIM OF LIABILITY ON STRUCTAL’S PART.
STRUCTAL IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAY OR FAILURE OF PERFORMANCE CAUSED IN WHOLE OR IN PART BY YOUR DELAY IN PERFORMING, OR FAILURE TO PERFORM, ANY OF YOUR OBLIGATIONS UNDER THIS AGREEMENT. THE PLATFORM AND SERVICES DO NOT REPLACE THE NEED FOR YOU TO MAINTAIN REGULAR DATA BACKUPS OR REDUNDANT DATA ARCHIVES. STRUCTAL HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR STRUCTAL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless Structal and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees (collectively “Claims”), arising from or relating to your use or misuse of the Platform or your breach of this Agreement, including but not limited to the content you submit or make available through this Platform.
17. Geographic Restrictions.
Structal makes no claims that the Platform or any of its content are accessible or lawful outside of the United States. Access to and use of the Platform might not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. Furthermore, by agreeing to the terms of this Agreement you consent to the processing of your personal data in the United States.
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.
19. Governing Law & Venue.
This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Platform shall be instituted exclusively either in federal court in the United States District Court for Massachusetts in Boston or in the courts of the Commonwealth of Massachusetts in Suffolk County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
20. Limitation of Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
21. Entire Agreement.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern
Software End User License Agreement for Chrome Extension
This End User License Agreement (this "Agreement") is a binding agreement between Structal, LLC ("Licensor") and you ("Licensee").
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE "ACCEPT" BUTTON YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) IF YOU ARE UNDER 18, YOU HAVE YOUR PARENT OR GUARDIAN’S PERMISSION TO USE THE SOFTWARE; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, SCHOOL DISTRICT, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT DOWNLOAD THE SOFTWARE OR DOCUMENTATION. IF YOU ARE A PARENT OR LEGAL GUARDIAN OF A USER UNDER THE AGE OF 18, BY ALLOWING YOUR CHILD TO DOWNLOAD AND USE THE SOFTWARE, YOU ARE SUBJECT TO THE TERMS OF THIS AGREEMENT AND RESPONSIBLE FOR YOUR CHILD’S USE OF THE SOFTWARE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR'S SOFTWARE.
Definitions. For purposes of this Agreement, the following terms have the following meanings:
"Authorized Users" means solely those individuals authorized to use the Software pursuant to the license granted under this Agreement, as designating in writing by the teacher or other school district representative.
"Documentation" means user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
"Licensee" has the meaning set forth in the preamble.
"Licensor" has the meaning set forth in the preamble.
"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
"Software" means the software programs for which Licensee is purchasing a license, as expressly set forth in the Order Form.
"Term" has the meaning set forth in Section 11.
"Third Party" means any Person other than Licensee or Licensor.
"Update" has the meaning set forth in Section 7(b).
License Grant and Scope. Subject to and conditioned upon Licensee's strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through its Authorized Users, the Software and Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement. This license grants Licensee the right, exercisable solely by and through Licensee's Authorized Users, to:
- Download, copy and install in accordance with the Documentation one (1) copy of the Software on one (1) computer or device unique to the student Licensee. Each such computer shall be for a single Authorized User. In addition to the foregoing, Licensee has the right to make one copy of the Software solely for archival purposes and one copy of the Software solely for backup purposes, provided that Licensee shall not, and shall not allow any Person to, install or use such copy other than if and for so long as the copy installed in accordance with the preceding sentence is inoperable and, provided, further, that Licensee uninstalls and otherwise deletes such inoperable copy(ies). All copies of the Software made by the Licensee:
- will be the exclusive property of the Licensor;
- will be subject to the terms and conditions of this Agreement; and
- must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
- Use and run the Software as properly installed in accordance with this Agreement and the Documentation, solely as set forth in the Documentation. Such use is permitted only on the computer on which the Software is installed.
- Download or otherwise make one (1) copy of the Documentation per copy of the Software permitted to be downloaded in accordance with this Agreement and use such Documentation, solely in support of its licensed use of the Software in accordance herewith. All copies of the Documentation made by Licensee:
- will be the exclusive property of Licensor;
- will be subject to the terms and conditions of this Agreement; and
- must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
Third-Party Materials. The Software may include software, content, data, or other materials, including related documentation, that are owned by Persons other than Licensor and that are provided to Licensee on licensee terms that are in addition to and/or different from those contained in this Agreement ("Third-Party Licenses"). A list of all materials, if any, included in the Software and provided under Third-Party Licenses can be found at https://structal.ai and the applicable Third-Party Licenses are accessible via links therefrom. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee or any of its Authorized Users of any Third-Party License is also a breach of this Agreement.
Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:
- use (including make any copies of) the Software or Documentation beyond the scope of the license granted under Section 2;
- provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Software or Documentation;
- modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;
- combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;
- except as expressly set forth in Section 2(a) and Section 2(c), copy the Software or Documentation, in whole or in part;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
- use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including:
- power generation systems;
- aircraft navigation or communication systems, air traffic control systems, or any other transport management systems;
- safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and
- military or aerospace applications, weapons systems, or environments;
- use the Software or Documentation in violation of any law, regulation, or rule; or
- use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor's commercial disadvantage.
Responsibility for Use of Software. Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.
Maintenance and Support.
- Subject to Section 6(c), the license granted hereunder entitles Licensee to the basic software maintenance and support services described from time to time on Licensor's website located at https://structal.ai:
- for one (1) year following the date set forth on the Order Form; and
- thereafter, solely if Licensee purchases additional support services. Such support services shall be provided on the terms and conditions set forth at this URL.
- Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, "Updates") as Licensor makes generally available free of charge to all licensees of the Software then entitled to maintenance and support services. Licensor may develop and provide Updates in its sole discretion, and Licensee agrees that Licensor has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Licensee acknowledges that Licensor may provide all Updates via download from a website designated by Licensor and that Licensee's receipt thereof will require an internet connection, which connection is Licensee's sole responsibility. Licensor has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Software that Licensor may issue as a separate or new product, and Licensor may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion.
Collection and Use of Information.
Licensee agrees that the Licensor may use and disclose such information for any purpose related to any use of the Software by Licensee or on Licensee's equipment, including but not limited to:
- improving the performance of the Software or developing Updates; and
- sharing the data with educators in a manner consistent with the explicit purpose of use of the Software.
Intellectual Property Rights. Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor and its licensors and service providers reserves and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor's Intellectual Property Rights in the Software and fully cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights.
Term and Termination.
- This Agreement and the license granted hereunder shall remain in effect until terminated as set forth herein (the "Term").
- Licensee may terminate this Agreement by ceasing to use and destroying all copies of the Software and Documentation.
- Licensor may terminate this Agreement immediately upon providing notice of such termination to Licensee for any reason or no reason, at its discretion.
- Upon termination of this Agreement, the license granted hereunder shall also terminate.
- THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
- IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- IN NO EVENT WILL LICENSOR'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED ANY AMOUNTS PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT.
- THE LIMITATIONS SET FORTH IN SECTION 10(a) AND SECTION 10(b) SHALL APPLY EVEN IF THE LICENSEE'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
- All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Massachusetts in each case located in the City of Boston and County of Suffolk, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
- Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond Licensor's reasonable control.
- All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given on the date sent by email (with confirmation of transmission), and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the addresses as indicated in writing by the teacher or other school district representative from time to time in accordance with this Section 11(c)).
- Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor's prior written consent, which consent Licensor may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 11(e) is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
- This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
- This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- liIf any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
- The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.