Terms of Service for Hosted Data Products

Effective June 1, 2016

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These Terms of Service (“Terms”), together with any Order for the Data Services, contain the service terms that apply to any and all hosted data aggregation and analytics and related services (collectively, “Data Services”) provided by IO Education, LLC (“IO”) to the client identified in such Order (“Client”), including the IO Insight, IO Classroom and IO Operations products. Such terms are in addition to, and not in lieu of, the Master Services Agreement (including the General Terms referenced therein) in effect between IO and Client (“MSA”). Capitalized terms used and not otherwise defined herein shall have the same meanings given for those terms in the MSA.

1. Definitions.

1.1. “IO Data” means any and all information provided by third parties to IO or created by IO that is made available to Client via the System, other than Client Data.

1.2. “Output” means the output generated from Client’s or its End Users’ use of the System, namely, charts, graphs, tables and reports generated by the System at Client’s or its End User’s direction.

2. Provision of Services.

2.1. Agreement to Provide Services. Subject to the terms and conditions of this Agreement, by its execution or acceptance of an Order for the Data Services, IO agrees to provide Client the specific Data Services set forth on the Order(s), which Data Services include, at a minimum, access, via the Internet, to IO’s proprietary hosted data platform software application described in the Order and the IO Data subscribed to by Client and included in such hosted application (collectively, the “System”), together with technical support with respect to use of the System, as described in Section 2.6 of these Terms. The Data Services may also include one or more of the following (each as more specifically described on the applicable Order(s)): (i) implementation services with respect to the System as described in that Order in order to integrate the System with Client’s computing environment; (ii) training services for Clients and its faculty and administrator End Users with respect to their use of the System; and (iii) access, via the System, to various third-party, integrated “add-on” products, services or data subscribed to by Client pursuant to an Order (collectively, “Third Party Add-Ons”).

2.2. License Grant. Subject to the terms and conditions of this Agreement, IO grants to Client, during the Service Term of an Order for the Data Services, a limited, nontransferable, nonexclusive license to (i) use the IO Data solely for its own internal business and research purposes as set forth in these Terms; (ii) permit is employees, students attending Client’s schools, and guardians of those students to access over the Internet and use the System solely to support Client’s normal course of business and according to the access authority levels configured or assigned by Client; (iii) to the extent permitted by applicable law, publish the Output and Client’s analysis of the IO Data included in the Output in research reports or other publications published or issued in Client’s usual and ordinary course of business to Client’s constituents (whether in paper or electronic form) (each, an “Authorized Publication”); and (iv) disseminate those Authorized Publications, provided that (x) “IO Education, LLC,” is credited as the source of the results published therein, and (y) those Authorized Publications are not distributed or sold or subscribed to for consideration or compensation.

2.3. Restrictions on Use. Client and its End Users may not (i) use, license, sell, redistribute, lease, extract or otherwise transfer or assign the Data Services, IO Data, Third Party Add-Ons or any component thereof, except as expressly permitted herein; (ii) alter or permit a third party to alter any part of the Data Services, IO Data or Third Party Add-Ons; (iii) use or permit the use of the Data Services, IO Data or Third Party Add-Ons for any unlawful purpose; (iv) reverse engineer or otherwise attempt to derive source code or other trade secrets from the Data Services, IO Data or Third Party Add-Ons; (v) use the Data Services in a way that could harm IO’s network or System or impair a third party’s use of the Data Services (including by transmitting by or uploading to the System any viruses, worms, Trojan horses or other malicious code); or (vi) use the Data Services to try to gain unauthorized access to any service, data, account or network by any means.

2.4. Customizations and Enhancements. From time to time, IO may make enhancements or customizations to the System. Any intellectual property created in the course of performing the Data Services, whether by IO alone or jointly with Client, shall be and remain the exclusive property of IO, and Client assigns any of its rights, interest or title in or to the same to IO.

2.5. Implementation and Training Services. IO will use commercially reasonable efforts to complete all implementation and training services ordered by Client consistent with an implementation schedule to be agreed to by Client and IO. Client acknowledges that the System (if included in Customer’s subscription) may not be available for use (in whole or in part) by Client or its End Users until such implementation has been completed. Any intellectual property created in the course of performing the Services, whether by IO alone or jointly with Client, shall be and remain the exclusive property of IO, and Client assigns any of its rights, interest or title in or to the same to IO.

2.6. Client Support. IO will provide Client and its faculty and administrator End Users with reasonable technical assistance by phone and email or other Internet-based communication with respect to the access and use of the System and the identification and reporting of problems or errors with the System; any limitations on usage of such support services are identified in the applicable Order. IO will respond to Client within a reasonable period of time from a request placed by Client during IO’s normal support hours, 8 a.m. to 8 p.m., Eastern Standard/Daylight Time, Monday through Friday, holidays excepted; such hours are subject to change without notice. IO may also provide support and technical assistance or reference guides to End Users online, via the System or at such other locations as IO may elect, in its sole discretion.

3. Configuration of Services and IO Data.

3.1. Configuration of Services. IO may from time to time update the functionality, features, user interface, user documentation, training and educational information, and any other aspects of or relating to the Data Services in its sole discretion, provided that such changes do not materially adversely affect the functionality of the Data Services.

3.2. Transmission of Data. IO does not make any guarantee as to the integrity or accuracy of the IO Data as provided to IO, and IO does not make any guarantee or warranty as to the quality of transmission of data over telephone, digital subscriber lines or any other method of Internet delivery, including, without limitation, server downtimes or other network related problems except as described in Section 5, below.

3.3. Redistribution of IO Data. As part of the Data Services, IO may offer data and information for which IO has obtained redistribution rights. If for any reason IO does not possess these redistribution rights, it will immediately discontinue the distribution of the IO Data, reports or information that was predicated on IO’s possession of such rights.

4. Client Requirements.

4.1. Client Equipment. IO may establish, from time to time, minimum browser system requirements (the “System Requirements”), for the equipment from which the System should be accessed so that all licensed functionalities are operational. Client may be required to purchase software, hardware or services (such as Internet access services and scanner hardware and software) in order to utilize the Data Services or satisfy the System Requirements, as may be amended by IO from time to time. Client shall be solely responsible for all such software, hardware and services.

4.2. Access Credentials. Client is responsible for maintaining the confidentiality of all usernames, passwords and related information (collectively, “Access Credentials”) assigned to or connected with its subscription. Client will not permit the sharing of Access Credentials and related information by its End Users. If a faculty or administrator End User leaves the employ of Client or transfers to an unrelated position in Client’s employ, Client may designate a replacement End User without charge.

5. Limited Warranty.

IO warrants that it will use commercially reasonable efforts to integrate Client Data provided by Client or its third party SIS vendor and provide the Data Services to Client, provided that: (i) Client and all End Users have used equipment, settings and software that meet the System Requirements and have not otherwise used any equipment or software that adversely affects the Services; and (ii) Client has paid all amounts due under this Agreement and is not in default of any provision of this Agreement. CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY CONTAINED IN THIS SECTION 5 IS REDELIVERY OF THE IO DATA OR REPERFORMANCE OF THE NONCONFORMING DATA SERVICES, AS APPLICABLE. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS IN SECTION 7 OF THE GENERAL TERMS INCLUDED IN THE MSA, ALL THIRD-PARTY ADD ONS AND ANY IO DATA LICENSED FROM A THIRD PARTY IS PROVIDED “AS-IS,” AND IO DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SAME.

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