- THE PLATFORM. LiteracyPlanet has developed an on-line literacy education platform and service called “LiteracyPlanet,” which helps students to develop their literacy skills through a range of exercises and games (the “Platform”), which is accessible through LiteracyPlanet’s websites and through smartphone and other mobile applications. Subscriber’s use of the Platform is governed by this Agreement. The Platform is intended for children between the ages of 4 and 15 in the jurisdiction to which the applicable URL used to access the Platform relates.
The Platform enables Subscriber and its End Users access to certain online educational products and services (the “Services”). All use of the Services is subject to these Terms and any additional terms agreed to in writing by Subscriber and LiteracyPlanet in connection with the Platform and such Services. Subscriber is responsible for its End Users’ use of the Platform and the Services and compliance with these Terms.
Subscriber’s subscription to the Platform may be on a trial basis or paid subscription. The different levels of Services for which a Subscriber may subscribe and the corresponding payment options are published on our website, www.literacyplanet.com (the “Site”). The payment terms and level of service chosen by Subscriber are incorporated herein by reference.
- SCHOOLS. If Subscriber is subscribing to the Platform and creating accounts on behalf of student(s), you represent and warrant that you are authorised by a school or school district Subscriber to execute this Agreement on behalf of such Subscriber. These Terms are strictly for the use of the Platform by Subscribers that are schools or school districts and their End Users. If you are a parent and would like to use our Platform at home, you will need to subscribe to the Platform here (link to parent sign up). A school is defined as any educational institution or registered home schooling organization. A School subscription to Literacy Planet applies to students of that school attending on a full-time or part-time basis.
- LICENSE TO USE PLATFORM. Subject to the terms of this Agreement, LiteracyPlanet hereby grants Subscriber a personal, limited, terminable, revocable, royalty-free, worldwide, non-exclusive, non-transferable, non-sublicenseable license to access and use the Platform, and allow its End Users (defined below) to access and use the Platform solely for educational purposes (the “License”). Subscriber shall be responsible, at Subscriber’s sole expense, for procuring, operating, and maintaining the computer system, mobile device, hardware, software, telecommunications applications and providers, Internet connectivity and other items necessary or appropriate to enable Subscriber and End Users to exercise their rights and licenses hereunder.
- USER NAMES AND ACCESS CODES. LiteracyPlanet shall provide an individualized user name and access code to initiate access to the Platform by Subscriber’s designated administrator(s) identified on the Registration Page or designated by Subscriber in writing (the “Subscriber Administrator(s)”). The Subscriber Administrator(s) shall create an individualized user name for each administrator, faculty member, and student enrolled by the Subscriber (each, an “End User”). LiteracyPlanet will provide Subscriber with an access code for the End Users to access the Platform (the “Access Code”). Subscriber shall be solely responsible for keeping an accurate record of the Access Code and user name assigned to each End User. Subscriber is responsible for ensuring that all such Access Codes and user names are kept secret, safe, and secure at all times. LiteracyPlanet shall not be held responsible or liable for any misuse of Subscriber’s account in the event that a third party has access to and uses any such Access Code or user name.
- GENERAL RESTRICTIONS ON USE. Subscriber agrees to use the Platform and the Services only for purposes that are permitted by these Terms in compliance with all applicable laws, regulations, and generally accepted practices and guidelines in the relevant jurisdictions. Subscriber may only use the Platform and Services for educational purposes. Subscriber will not (and will not attempt to):
- Gain unauthorized access to LiteracyPlanet’s computer system or engage in any activity that interferes with the performance of, or impairs the functionality or security of the Platform, the Services, or LiteracyPlanet’s networks and computer systems;
- Access the Platform or any of the Services through any automated means or with any automated features or devices (including use of scripts or web crawlers, data mining, scraping, robots, spiders, or any other data gathering or extraction tools), except to the extent the Platform is indexed by general purpose consumer-accessible search engines, such as Google, Yahoo, MSN, or Bing;
- Reproduce, duplicate, copy, sell, trade, make derivatives, modify or resell any aspect of the Platform or the Services for any purpose, including commercial purposes;
- Upload, post, or otherwise transmit, through the Platform, any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing” or any other form of solicitation;
- Reverse engineer, decompile, circumvent or otherwise attempt to discover any LiteracyPlanet source code that form the Platform; and
- Reproduce, duplicate, copy, sell, trade, or resell any products or services bearing any trademark, service mark, trade name, logo, or other signifier owned by LiteracyPlanet in a way that is likely or intended to cause confusion about the owner or authorized user of materials.
- APPLICABLE LAW. Subscriber is familiar with and agrees to be responsible for compliance with the Children’s Online Privacy Protection Act of 1998 (“COPPA”), the Family Educational Rights and Privacy Act and the US Department of Education’s implementing regulations at 34 CFR Part 99 (collectively, “FERPA”); and all other federal, state, and local laws, rules, or regulations concerning the collection, use, and disclosure of Personal Information about End Users accessing the Services that are the subject of this Agreement (collectively, “Applicable Law”). “Personal Information” means any and all information that could, individually or when combined with other information, identify an individual.
- SUBSCRIBER INFORMATION. All Personal Information concerning Subscriber and End Users (collectively, “Subscriber Information”) shall belong to the Subscriber. Subscriber assumes sole responsibility for: (a) providing notice to the extent required under COPPA or other Applicable Law in connection with the collection, use and/or disclosure of Personal Information from End Users, which notice shall include the information set forth in LiteracyPlanet’s COPPA Privacy Notice Link to COPPA Notice; (b) obtaining verifiable prior parental consent as required under COPPA or other Applicable Law in connection with the collection, use, and/or disclosure of Personal Information obtained from End Users, as described in LiteracyPlanet’s COPPA Privacy Notice; (c) providing a reasonable means for parents to review Personal Information provided by End Users to the extent required by COPPA or other Applicable Law; and (d) establishing and maintaining reasonable procedures to protect the confidentiality, security, and integrity of the Personal Information. With respect to any Subscriber Information, feedback, or other information or materials contributed by Subscriber or any End User to LiteracyPlanet through the Platform (“User Content”), Subscriber hereby represents and warrants to LiteracyPlanet that Subscriber has full right to provide such User Content and that such User Content shall not (i) infringe any intellectual property rights of any third party or any rights of publicity, personality, or privacy of any person or entity; (ii) violate any Applicable Law, (iii) be defamatory, libelous, unlawfully threatening, or unlawfully harassing, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) contain or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (v) be obscene, child pornographic, or indecent; (vi) violate any community or Internet standard; (vii) constitute misappropriation of any trade secret or know-how; or (viii) constitute disclosure of any confidential information owned by any third party.
- No intellectual property rights of any kind are assigned or transferred to Subscriber under this Agreement. LiteracyPlanet owns all information and materials, including without limitation designs, titles, phrases, images, illustrations, icons, photographs, copyrights, trademarks, services marks, trade dress, and other intellectual property rights associated therewith, in or made available through the Platform (the “LiteracyPlanet Content”). Subscriber’s license with respect to the Platform and any other materials provided hereunder is only as expressly set forth in these Terms. Subscriber shall have no right to use the Platform for any purpose other than as set forth herein. Subscriber shall not challenge, or assist any person or entity in challenging, LiteracyPlanet’s right, title, and interest in the Platform. You agree not to remove or alter any copyright notice or any other proprietary notice on the Platform or on any LiteracyPlanet Content.
- RESTRICTIONS ON USE. Subscriber shall not, and shall cause its employees, officers, directors, members, managers, partners, agents, third party service providers, or other designated persons (its “Representatives”) not to, take any of the following actions: (a) creating or enabling the creation of derivative works, modifications, or adaptations of the Platform; (b) decompiling, reverse engineering or disassembling the Platform, (c) distributing or disclosing the Platform to third parties; (d) removing or modifying any proprietary marking or restrictive legends placed on the Platform; or (e) using any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the Platform.
- TERM AND TERMINATION. These Terms shall remain in full force and effect unless and until terminated as provided in these Terms. LiteracyPlanet may terminate these Terms for cause in the event that Subscriber commits a breach of this Agreement and does not cure the breach within five (5) business days of receipt of notice of the breach from LiteracyPlanet. LiteracyPlanet may terminate these Terms without cause at any time upon thirty (30) days prior notice to Subscriber. If Subscriber’s Subscription Term is for more than twelve months, Subscriber may cancel its subscription and terminate these Terms without cause by providing LiteracyPlanet with no less than ninety (90) days prior written notice.
- EFFECT OF TERMINATION OR EXPIRATION. Subscriber’s right to use the Platform shall end immediately upon any termination of these Terms, and Subscriber shall immediately cease any use of the Platform upon such termination. The following provisions shall survive any termination or expiration of this Agreement: Section 8 (“Ownership”), Section 9 (“Restrictions on Use”), this Section 11 (“Effect of Termination or Expiration”), Section 12 (“Confidentiality”), Section 13 (“Representations and Warranties; Disclaimer”), Section 14 (“Liability”), Section 15 (“Indemnification”), and Section 16 (“Miscellaneous”).
Where the Subscriber’s Subscription Term is for 12 months or less and Subscriber terminates its subscription prior to the end of the Subscription Term, Subscriber will not be entitled to a refund of any portion of the subscription fees for the Subscription Term remaining after cancellation.
- The parties acknowledge and agree that, as a result of negotiating, entering into and performing this Agreement, each party (the “Receiving Party”) has and will have access to certain confidential information (“Confidential Information”) of the other party (the “Disclosing Party”). Personal Information of End Users is considered Confidential Information of Subscriber. At all times the Receiving Party shall: (i) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care, (ii) not use the Disclosing Party’s Confidential Information other than as necessary to perform its obligations under this Agreement, (iii) not disclose, distribute, or disseminate the Confidential Information to any third party (except to Representatives, as expressly permitted below), and (iv) disclose the Disclosing Party’s Confidential Information to its Representatives on a “need to know basis;” provided that each Representative is bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
- REPRESENTATIONS AND WARRANTIES; DISCLAIMER. Each party represents and warrants that this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with its terms. LITERACYPLANET DOES NOT WARRANT THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THE PLATFORM, THE SERVICES, OR ANY LITERACYPLANET CONTENT. THE PLATFORM, THE SERVICES, AND THE LITERACYPLANET CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. LITERACYPLANET EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, LITERACYPLANET MAKES NO WARRANTY THAT (i) THE PLATFORM, THE SERVICES, OR ANY LITERACYPLANET CONTENT WILL MEET THE REQUIREMENTS OF SUBSCRIBER, (ii) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE LITERACYPLANET CONTENT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY LITERACYPLANET, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. To the extent that LiteracyPlanet may not as a matter of applicable law disclaim an implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.
- IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR TO ANY OTHER PERSON CLAIMING RIGHTS DERIVED FROM SUCH PARTY’S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF GOODWILL OR REPUTATION) OR LOSS OF DATA WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING FROM OR RELATING TO THE PLATFORM, THE LITERACYPLANET CONTENT OR OTHERWISE ARISING FROM OR RELATING TO THESE TERMS, REGARDLESS OF WHETHER SUCH PROTECTED ENTITY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. LITERACYPLANET’S MAXIMUM LIABILITY ARISING FROM OR RELATING TO THE PLATFORM, THE LITERACYPLANET CONTENT OR OTHERWISE ARISING FROM OR RELATING TO THESE TERMS, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO LITERACYPLANET HEREUNDER. To the extent the foregoing exclusion of liability is not permitted under applicable law, LiteracyPlanet’s liability in such case will be limited to the greatest extent permitted by law.
- Subscriber shall indemnify, defend and hold harmless LiteracyPlanet, its officers, directors, employees, agents, and employees from and against any and all liabilities, claims, demands, losses, damages, costs and expenses, including reasonable attorneys’ fees, related to or arising out of use of the Platform by Subscriber or any End User, except to the extent that such claim arises from LiteracyPlanet’s negligence or willful misconduct.
- BILLING. We will issue Subscriber with a Sales Order that will detail:
Subscription Term (including a start and end date)
Number of Student End Users subscribed
Applicable Fee per Student End User
Any discounts or special terms
Once approval of the Sales Order has been approved by an authorized representative of Subscriber, a tax invoice will be sent to Subscriber. Subscriber’s subscription to the Platform will begin following acceptance of the Sales Order for the Subscription Term.
Subscriber shall pay the subscription fee per End User in accordance with the payment terms in the accepted Sales Order. Subscriber shall pay interest at the lesser of one and one-half percent (1.5%) per month or the highest legal rate, on any payment not made when due and until such amount is paid. All prices quoted are exclusive of all taxes including federal, state and local use, sales, property, ad valorem, provincial, VAT and similar taxes. Subscriber agrees to pay any and all such taxes (except taxes levied against LiteracyPlanet’s income), including any interest and/or penalties assessed, to LiteracyPlanet if so invoiced, or if not so invoiced to the proper taxing authority.
Subscriber may alter the number of student End Users at any time, however where the number of student End Users added to your Subscription is greater than 5% of the initial invoiced amount, we will issue an additional invoice to the school for the additional students. This invoice is to be paid within 30 days of the date of the invoice, otherwise the additional student End User accounts will be deactivated.
In the event student End User numbers are decreased by more than 5% of the original student End User numbers, at our absolute discretion we may agree to refund a pro-rata amount based on the reduction of student End User accounts and the number of days remaining on your Subscription Term.
Where a refund is agreed, this will be provided to the Subscriber crediting your original method of payment upon invoice.