Terms of Service for PALS Services

Effective June 1, 2016

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These Terms of Service (“Terms”), together with any Order for the PALS Services, contain the service terms that apply to the Phonological Awareness Literacy Screening (“PALS”) assessment, diagnostic, screening and curriculum products and services (collectively, the “PALS Services”) provided by IO Education, LLC (“IO”) to the client identified in such Order (“Client”). 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. “PALS Course” means a specific leveled package of PALS Materials, e.g. PALS PreK, PALS K-3, PALS 4-8, PALSPlus, PALS Espanol.

1.2. “PALS Enhanced Training Materials” means all training curriculum, video and audio recordings or live webinars and other content included in IO’s enhanced training/professional development library provided to Clients subscribing to the same.

1.3. “PALS Teacher Materials” means all written assessment, curriculum and similar materials or other content made available by IO (either in physical or electronic downloadable form) in connection with the specific PALS Course(s) subscribed to by Client, but excluding PALS Enhanced Training Materials.

1.4. “Output” means the output generated from Client’s or its End Users’ use of the PALS System, namely, charts, graphs, tables and reports generated by the PALS 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 PALS Services, IO agrees to provide Client the specific PALS Services set forth on the Order(s), which PALS Services may include: (i) access, via the Internet, to IO’s proprietary hosted online score entry and reporting system relating to the PALS Course set forth in the Order (collectively, the “PALS System”) for the number of students set forth in the Order, (ii) provision of such written or electronic PALS Teacher Materials as are described in the Order; and (iii) those training and instructional support services for Client’s End Users with respect to the PALS Teacher Materials or PALS System, as applicable, as are set forth in the Order (which may include the PALS Enhanced Training Materials). The Pals Enhanced Training Materials and PALS Teacher Materials are sometimes referred to herein, collectively, as the “PALS Materials.” In the event that Client’s use of the PALS System exceeds the number of students set forth in the Order, additional charges may apply.

2.2. License Grant.

2.2.1. PALS System and PALS Enhanced Training Materials. Subject to the terms and conditions of this Agreement, IO grants to Client, a limited, nontransferable, nonexclusive license for Client and its employees (who shall be the only authorized “End Users” of the PALS Services for purposes of these Terms) to (i) during the applicable Service Term, access over the Internet and use the PALS System and, if included in Client’s subscription on the Order, the PALS Enhanced Training Materials, in each case solely to support Client’s normal course of business and according to the access authority levels configured or assigned by Client; (ii) publish 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”); (iii) 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.

2.2.2. PALS Teacher Materials. With respect to any PALS Teacher Materials to which Client has subscribed, IO grants to Client a nontransferable, nonexclusive license for Client and its End Users to (a) if such PALS Teacher Materials are made available online, access, download and reproduce (subject to any limitations on copies set forth in the Order) those PALS Teacher Materials over the Internet during the Services Term; and (b) use, both during the Services Term and thereafter, those PALS Teacher Materials received by Client during the Service Term solely to support Client’s normal course of business.

2.3. Restrictions on Use. Client and its End Users may not (i) use, license, sell, redistribute, lease or otherwise transfer or assign the PALS Services or any component thereof, except as expressly permitted herein; (ii) alter or permit a third party to alter any part of the PALS Services; (iii) use or permit the use of the PALS Services for any unlawful purpose; (iv) reverse engineer or otherwise attempt to derive source code or other trade secrets from the PALS System; (v) use the PALS Services in a way that could harm IO’s network or PALS System or impair a third party’s use of the PALS Services (including by transmitting by or uploading to the PALS System any viruses, worms, Trojan horses or other malicious code); or (vi) use the PALS 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 PALS Services. Any intellectual property created in the course of performing the PALS 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. Client Support. IO will provide Client and its End Users with reasonable technical assistance by email with respect to the access and use of the PALS System; to the extent Client’s subscription includes additional support, such additional support (and any limitations thereon) will be set out in the 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 with respect to the PALS Services generally online via the PALS System or at such other locations as IO may elect, in its sole discretion. The PALS Enhanced Training Materials will be made available to Clients subscribing to the same (as set forth in the Order) via a password-secure online portal on an “on demand” basis.

3. Configuration of Services.

3.1. Modification of Content. IO may from time to time update the materials included in the PALS Materials and any other aspects of or relating to the PALS Services in its sole discretion, provided that such changes do not materially adversely affect the functionality of the PALS Services.

3.2. Transmission of Data. 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.

4. Client Requirements.

4.1. Client Equipment. IO may establish, from time to time, minimum browser system requirements set forth at www.IOeducation.com/requirements, or such other URL as specified by IO from time to time (the “System Requirements”), for the equipment from which the PALS System or PALS Materials should be accessed so that all included functionalities are operational. Client may be required to purchase software, hardware or services (such as Internet access services) in order to utilize the PALS 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 an 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 provide the PALS 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 PALS MATERIALS OR REPERFORMANCE OF THE PALS SERVICES, AS APPLICABLE.

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