Last Updated: August 23, 2016
The following Terms and Conditions (the “Terms”) describe the terms under which BetterLesson, Inc., a Delaware corporation having a business address at 86A Sherman Street, Cambridge, Massachusetts (the “Company”) will make its PersonalizedPD professional development program available to the applicable school or school district or other organization (the “Partner”) referenced on an applicable agreement, purchase order, or order form that refers to and incorporates these Terms (such purchase order or order form, the “Order Form”). These Terms along with the Order Form shall constitute the “Agreement” between the Company and Partner. In the event of any conflict between these Terms and the Order Form, the Terms shall supersede the Order Form.
Description of Technology and Services. Subject to payment of all fees set forth in the Order Form, the Company hereby grants Partner access to the Company’s proprietary platform for teacher development called PersonalizedPD (the “PersonalizedPD Platform”), which may include one or more of the following: (i) access to in-person and/or virtual instructional coaching, (ii) access to the Company’s curated strategy content (the “BetterLesson Content”), (iii) access to the Company’s proprietary web-based and mobile workflow services (the “BetterLesson Technology”), and (iv) administrative analytics updates, as customized by the Company for Partner as described in the Order Form (access to the PersonalizedPD Platform, the BetterLesson Content and the BetterLesson Technology and such updates shall be collectively referred to herein as the “Services”).
Fees. In return for the Company providing Partner with access to the Services, Partner shall pay the Company the amounts set forth in the Order Form. Partner shall pay all invoices issued by the Company within thirty (30) days of its receipt of the applicable invoice unless otherwise specified in the Order Form. All payments shall be made in U.S. Dollars by check or wire transfer to an account designated in writing in the Company.
Ownership. The PersonalizedPD Platform, including the proprietary methodologies contained therein, the BetterLesson Technology, and the BetterLesson Content, all are and shall remain the property of the Company. The Company grants to Partner and each of Partner’s participating teachers (each such teacher, a “Participant”) a nonexclusive, worldwide, and royalty-free license to access the Services for the timeframe set forth on the Order Form and solely in connection with the Company’s provision of the Services pursuant to an applicable Order Form. Partner shall neither (i) copy, modify, enhance or create derivative works of the BetterLesson Technology or the BetterLesson Content, (ii) disassemble, decompile or in any way attempt to reverse engineer any of the BetterLesson Technology, nor (iii) allow any third parties other than Participants access the PersonalizedPD Platform or the BetterLesson Content.
Protection and Confidentiality of Partner Information. The protection of Partner’s data and information is very important to the Company. The Company will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Partner Information. In addition, the Company will not (a) disclose the Partner Information except as compelled by law, or (b) access the Partner Information except to provide the Services. As used in this paragraph, the term “Partner Information” means all information disclosed by Partner or any Participant to the Company, including electronic data or information submitted by Partner to us, that is not available to the public and is not otherwise available to us on a non-confidential basis. In the event that Company or any Participant or any authorized user of the Company accesses the BetterLesson.com website to view, upload or download lesson plan or other content, such access and the use of the BetterLesson.com website shall be governed by the Terms of Service applicable to the BetterLesson Platform located here.
Pupil Information. In the event that Partner uploads student work product or other materials or artifacts, including, without limitation, such information that could be considered “education records” under the Family Educational Rights and Privacy Act (“FERPA”), then the following provisions shall apply:
Term of Agreement. This Agreement shall commence as of the date written on the first Order Form and will remain in effect as long as there is an outstanding Order Form in effect between the parties.
Disclaimer and Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY PARTNER TO THE COMPANY PURSUANT TO THIS AGREEMENT.
Miscellaneous. The Agreement shall be governed by the laws of The Commonwealth of Massachusetts, without regard to its conflict of law principles. This Agreement constitutes the entire agreement of the parties with respect to Partner’s access to the Services. The relationship between the parties shall be independent contractors, and nothing in this Agreement shall create any employment, partnership, agency, or joint venture between the parties. Any notices required to be sent pursuant to this Agreement shall be sent by regular mail, hand delivery, facsimile or electronic mail to the address indicated for each of the parties on the Order Form or as updated in writing from time to time. Partner hereby consents to the Company’s use of Partner’s name for promotional purposes. Except as otherwise expressly permitted in this Agreement, neither party may sell, transfer, or assign its rights and duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in whole or in part without consent of the other party to any entity controlling, controlled by or under common control with the assigning party, or to any entity that acquires such party by purchase of stock or by merger or otherwise, or by obtaining substantially all of such party’s assets. Subject to the foregoing, this Agreement shall inure to the benefit of the parties, their successors and permitted assigns.