The authorized purchaser (the “Subscriber”) hereby agrees to this Subscriber Agreement (the “Agreement”).
1. Partnership Resource Center (“PRC”) means the set of services and materials made available by CenterPoint (“Service Provider”) at or through the web site (“PRC Site”) identified as “previprc.org” or such other website as Service Provider may from time to time designate on notice to Subscriber; hereinafter referred to as the “Service”.
2. Some resources on the PRC Site are publicly available for educational non-commercial activities. This Agreement provides the Subscriber with a subscription-based license to additional preferred, member-only instructional tools—K-2 Instructional Tasks, Speaking and Listening Tools, and Reading
Fluency Assessments; select professional learning courses; and other resources accessible through the PRC Site (“Proprietary Materials”). Upon the acceptance by Service Provider of this Agreement, Service Provider shall issue to Subscriber a master authorization code for registration on the PRC website (“Subscriber Identification Code”). The Subscriber Identification Code will permit Subscriber to register for the Service. Subscriber is the only authorized user of the PRC and is not permitted to share its Subscriber Identification Code with any other individuals for any reason, including but not limited to allowing other individuals to access the Service. .
3. During the term of this Agreement, Service Provider grants to Subscriber the right and license to access and, if means are provided on the PRC Site, the right to download Proprietary Materials, solely for use by the Subscriber downloading such materials in connection with such Subscriber’s professional development and/or classroom instruction and assessment. Nothing herein grants to Subscriber the right to make copies of Proprietary Materials for any purpose other than use by such Subscriber, or in classroom activities conducted by such Subscriber. Without limiting the foregoing, Subscriber is not permitted to post, upload, link to, or in any other manner make any Proprietary Materials accessible by any persons other than Subscriber.
4. Features of the Service that involve Student Information (as defined below) shall only be available to Subscriber. SUBSCRIBER/ MAY NOT RESELL, ASSIGN, OR OTHERWISE TRANSFER THIS SUBSCRIPTION AGREEMENT OR ITS RIGHTS AND OBLIGATIONS HEREUNDER.
6. Subscriber and other 3rd parties may be permitted to add content and resources to the PRC (“Subscriber Submission”). By submitting content or resources to the PRC, Subscriber agrees that submission(s) is (are) subject to the PRC TOU. In connection with each such submission of content or resources, Subscriber grants to Service Provider the right to make all Subscriber Submissions available to visitors to the PRC Site on the terms set forth in the PRC TOU as the same is amended from time to time and warrants that it has all requisite rights and powers to make such grants.
7. The Service may include features permitting Subscriber to enter, store, retrieve and analyze data relating to students being taught or under the supervision of such Subscriber (“Student Information”). To the extent that Student Information is considered an Education Record as defined by the Family Educational Rights and Privacy Act (“FERPA”), Subscriber shall be solely responsible for providing parents of students and/or others entitled thereto with the opportunity to inspect and review such Education Records and for otherwise complying with FERPA. CenterPoint shall provide reasonable means for the retrieval and/or display of requested information by Subscriber, but disclaims any responsibility for responding to any direct inquiries or requests. Student Information shall be the sole property of Subscriber and shall not be accessible by any persons other than
(a) the Subscriber who entered such Student Information. CenterPoint shall not be responsible for maintaining archival copies of Student Information after the termination or expiration of this Agreement. Subscriber is solely responsible for downloading or otherwise retrieving and storing Student Information to comply with any federal, state, or Subscriber records retention policies, whether during or after the term of this Agreement. In particular, Service Provider is not responsible for retaining any Student Information or other records after the expiration of the term of this Agreement.
8. Subscriber shall pay the designated annual fee as indicated within the current Order Form.
9. CenterPoint reserves the right to amend this Agreement at any time without notification to Subscriber. However, CenterPoint will notify Subscriber of material changes to the best of its ability. If changes to this policy are made, Subscriber continued use is acceptance of amendments made.
10. Service Provider shall use commercially reasonable efforts to make the Service available to Subscriber on a 7x24 basis subject to reasonable down time, for the term of this Agreement.
11. The PRC uses cookie based analytics to track and monitor use. Cookies are enabled throughout the PRC and CenterPoint encourages Subscriber to leave cookies enabled to fully utilize this site. They are used by CenterPoint to manage access to content and resources, improve the performance of the website, inform the creation of new resources, and to track the use of licensed resources available. CenterPoint at its discretion determines what data to collect and/or retain including, but not limited to, IP address, browser information, locality, and network.
12. CenterPoint may contact Subscriber via email to share news, information, or updates on the PRC or other CenterPoint programs that may be of interest.
13. All fees are payable within thirty (30) days of invoice date. Applicable taxes will be applied at time of invoicing. Renewal rates will be at CenterPoint’s then current prices at the time of renewal. Subscriber acknowledges that all fees paid hereunder shall be non-refundable for any reason whatsoever.
14. This Agreement is effective for the term indicated on the Order Form, commencing on the later of the commencement date set forth on the facing page or the date payment is received by Service Provider and will remain in effect up to the last business day of the final month of the contract period. CenterPoint may terminate this Agreement by providing Subscriber with written notices in the event that Subscriber fails to pay the fees which are deemed payable, fails to abide by the restrictions on the use and disclosure of the Service, or breaches any other term or condition of this Agreement. Subscriber may terminate this agreement by providing sixty (60) days written notice to CenterPoint Fees paid are non- refundable.
15. Use of services under this Agreement is subject to all copyright laws. CenterPoint will retain ownership of all intellectual property rights pertaining to the PRC software, and documentation, as well as any other material, software programs and associated techniques, concepts, and methodologies (collectively known as “Intellectual Property”) available on the PRC Site, or that may be used to provide services under this Agreement. Subscribers may not disassemble, reverse engineer, clone or duplicate any components of the content or technology.
16. CenterPoint reserves the right to assign this Agreement, and all rights contained herein, in the event that all or part of its assets or operations are acquired, assigned, merged, or otherwise transferred to another Party.
17. Limitation of Liability: THE PRC IS MADE AVAILABLE “AS-IS” AND “AS AVAILABLE” AND CENTERPOINT DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE INFORMATION AND PRODUCTS. CENTERPOINT EXPRESSLY DISCLAIMSANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. IN PARTICULAR, CENTERPOINT MAKES NO WARRANTY THAT THE SITE OR SUBSCRIBER CONTENT OR THIRD PARTY SERVICES, OR SUBSCRIBER ACCESS TO OR USE THEREOF, WILL BE TIMELY, SECURE, ERROR-FREE, ACCURATE OR RELIABLE. UNDER NO CIRCUMSTANCES SHALL CENTERPOINT BE LIABLE FOR ANY CONSEQUENCES OF ANY UNAUTHORIZED USE OF THE SITE INFORMATION AND PRODUCTS THAT VIOLATES ANY APPLICABLE LAW OR REGULATION.
18. IN NO EVENT WILL CENTERPOINT BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES, ARISING FROM SUBSCRIBER USE OF THE SITE INFORMATION OR PRODUCTS, EVEN IF CENTERPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE TOTAL LIABILITY OF CENTERPOINT TO SUBSCRIBER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO ORIGINAL PURCHASE PRICE.
19. Force Majeure: CenterPoint will not be liable for any failure to fulfill its obligations hereunder due to causes beyond its control. However, if CenterPoint’s performance is delayed for a period in excess of sixty consecutive days, then Subscriber may have the right to terminate this Agreement upon written notice.
20. This Agreement will be construed under the laws of the District of Columbia, without regard to its conflict of laws provisions.
21. This Agreement and Order Form, together with the PRC TOU constitute the complete agreement between CenterPoint and Subscriber. Subscriber’s execution and delivery to Service Provider of this Agreement constitutes, Subscriber’s agreement to all the terms as stated above, provided that this Agreement shall not be effective until accepted by Service Provider at Service Provider’s principal place of business in the District of Columbia.