EDUCATION FRAMEWORK TERMS OF USE

Access to the proprietary web-based software system known as Education Framework and all forms and other content contained therein (collectively, the “Service”) is provided to you (“User” or “you”), under the terms set forth in this agreement.

  1. Binding Agreement. Upon clicking the “Sign Up” button on the registration page, or the single sign-on landing page, you are entering into a legally binding agreement with Education Framework, Inc. (“EFI” or “we” or “us”) as described below regarding usage of the Service. Read the terms of this agreement and the privacy policy carefully BEFORE clicking the “Sign Up” button. If you do not agree to the terms of this agreement, do not click the “Sign Up” button.
  2. End User Types. All user accounts are established within the Client master account (“Client Account”).  A “Client” is a public or private school district, individual school or other educational organization having a contract (either written or with digital affirmative assent) with EFI.  There are four types of users (collectively, “Users”):
    • “Administrative User” is a user with a unique account identifier who is an employee, agent, independent contractor or volunteer of a Client and who will have access to, and administration rights over, all or a sub portion of the Services (including, without limitation, school, teacher, and parent data associated with the district and/or a specific school, as applicable).
    • “Parent User” is the parent or legal guardian of a student enrolled in a Client’s district who accesses the Service for the purpose of viewing classroom related resources, including, without limitation, use of applications and websites that collect Personal Information from such Student User. Parent Users are granted access through a unique account identifier (g. a user email address and password or an encrypted link emailed to you, if you are a Parent User). “Personal Information” means personally identifiable information, such as a User’s name, email address, and telephone number, and includes “personally identifiable information” as defined for purposes of the Family Educational and Privacy Rights Act (“FERPA”) (20 U.S.C. Section 1232g; 34 CFR Part 99.3).
    • “Teacher User” is an individual employed by a Client as a teacher who accesses information made available to such teacher through the Client Account (as defined below). Teacher Users are granted access through a unique account identifier (g. a user account name and password or an encrypted link emailed to you, if you are a Teacher User).
  3. Account IDs; Account Security; Account Suspension.
    • Your account identifier may be provided to you directly by EFI, or it may be provided to you by a Client representative.
    • All User accounts are non-transferable.
    • You are entirely responsible for maintaining the confidentiality of your User account information, including your password and account identifier. Furthermore, you are entirely responsible for any and all activities that occur under your User account. If you become aware of any unauthorized use of your User account or any other breach of security, you agree to notify EFI immediately. EFI will not be liable for any loss that you may incur as a result of someone else using your password or User account, either with or without your knowledge. If EFI or a third party incurs losses due to someone else using your User account or password, you could be held liable for those losses.
    • EFI reserves the right to suspend your User account and your access to the Service immediately at any time and for any reason, including if EFI reasonably believes you are in violation of or are likely to violate the terms of this agreement.
  4. Parent Usage Rights and Restrictions.
    • Access to the Service is provided to you solely for management and the benefit of the Client. You may not use the Service or any content contained therein for any commercial purpose or for any purpose that violates any applicable laws or regulations, or that is otherwise prohibited by this agreement.
    • You shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any content obtained through use of the Service. While using the Service, you shall not perform any actions which could interfere with or otherwise adversely affect the proper functioning of the Service. For example, you may not take any action that imposes, or may impose an unreasonable or disproportionately large load on EFI’s infrastructure supporting the Service.
    • You shall not: (a) sell, resell, lease or the functional equivalent, the Service, or any form of access thereto, to any third party; (b) attempt to reverse engineer either the Service or any component thereof; (c) attempt to create a substitute or similar service through the use of, or access to the Service; or (d) remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded in the Service or any content contained therein.
  5. Teacher and Administrator Usage Rights and Restrictions.
    • Teacher Users and Administrative Users may only use the Service to perform administrative functions and all use shall be in accordance with the terms of this agreement. Unless otherwise indicated in the Client Agreement, your access to the Service is limited as follows: (a) Teacher User access is limited to management, review and maintenance of the Class File (as defined below); and (b) Administrative User access is limited to monitoring the usage of the Service by Authorized Users and other activities associated with general administrative oversight. “Class File” means any information, data, or materials made available to a Teacher through the Client Account including, without limitation, parent email addresses.
    • Except for Materials (as defined below) uploaded by you to the Client Account, you shall not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any content obtained through use of the Service.
    • You shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any content obtained through use of the Service. While using the Service, you shall not perform any actions which could interfere with or otherwise adversely affect the proper functioning of the Service. For example, you may not take any action that imposes, or may impose an unreasonable or disproportionately large load on EFI’s infrastructure supporting the Service.
    • You shall not: (a) sell, resell, lease or the functional equivalent, the Service, or any form of access thereto, to any third party; (b) attempt to reverse engineer either the Service or any component thereof; (c) attempt to create a substitute or similar service through the use of, or access to the Service; or (d) remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded in the Service.
  6. Uploading Material to the Service.
    • EFI may provide Teacher Users and Administrative Users with the functional ability to post, submit, upload, embed, display, communicate or otherwise distribute text, graphics or other materials (“Material”) through the Service. While EFI is under no obligation to monitor, refuse, move, or remove any Material that is posted, EFI reserves the right to do so in its sole discretion.
    • With respect to any such Material, you represent and warrant to EFI that: (a) you own or otherwise have all rights to such Material as may be necessary or required for use of such Material in accordance with the terms of this agreement; (b) all information contained within such Material you provide is true, accurate, current and complete and does not violate this agreement or any applicable laws, rules or regulations; and (c) the Material will not cause damage or injury to any person or entity. You shall be solely liable for any damages resulting from any infringement of patent, copyright, trademark or other proprietary right, or any other harm resulting from such Materials.
    • You hereby grant to EFI the, non-exclusive, worldwide, royalty-free, license to use, display, reproduce, modify, create derivative works of and perform the Materials in connection with the operation, provision, use, improvement and enhancement of the Services. Any such use of Materials by EFI is subject to compliance with applicable law and EFI’s privacy policy.  EFI  reserves the right to remove or modify Material for any reason.
  7. Customer and Technical Support; System Availability.
    • The details of how and when customer and technical support are offered for the Service vary. You may access the specific terms and conditions regarding customer and technical support for your account from the “Help” menu within the Service. Such information can be provided to you by a customer support person if you call or email EFI’s customer support department.
    • Access to the Service is provided to you through the internet. Service interruptions may occur from time to time and are outside the control of EFI. EFI shall not be liable to you for any loss or liability resulting, directly or indirectly, from delays, inaccuracies, errors, omissions or interruptions of the Service for any reason, including, without limitation, due to electronic or mechanical equipment failures, telephone or cable interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war, acts of terrorism, or to other like causes.
  8. Content and System Changes. EFI reserves the right to discontinue, suspend or deny access to the Service at any time for any reason. EFI also reserves the right at any time for any reason to make any additions, deletions and changes to the Service, its features, functionality and/or content. The features, functionality and content included in the Services is subject to ongoing review and revision by EFI. In some cases, review may result in the discontinuation of specific features, functionality or content.
  9. EFI’s Right to Use User Account Data. You hereby grant to EFI the non-exclusive, worldwide, limited right and license to: (a) use the information stored in your User account in connection with providing you access to the Service and performing related services; (b) share such information with any Client and Client Account with which your User account is associated; and (e) use such information in any manner consistent with EFI’s privacy policy (a copy of the privacy policy is available at www.EducationFramework.com). EFI’s right to use any Materials you provide is addressed separately above.
  10. Ownership Rights. All content, trademarks, service marks, designs, music clips, videos, documentation and other information available to you through the Service is the property of EFI and its licensors and is protected by copyright, trademark and other intellectual property laws. EFI does not claim ownership of any Materials you post to the Service. You shall not acquire any rights, title or interest to the Service, content contained therein or any other intellectual property rights by virtue of your use of the Service.
    • THE SERVICE AND ALL CONTENT CONTAINED THEREIN IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND “WITH ALL FAULTS, DEFECTS AND ERRORS.” EXCEPT WHERE PROHIBITED BY LAW, EFI AND ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY, GUARANTEE OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR FREE OPERATION OF THE SERVICE OR THAT THE SERVICE OR ANY CONTENT CONTAINED THEREIN, WHETHER VIEWED ONLINE OR DOWNLOADED TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, WILL BE FREE FROM DATA LOSS, VIRUSES OR OTHER HARMFUL COMPONENTS. NOR DOES EFI OR ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUPPLIERS OR LICENSORS MAKE ANY WARRANTIES OF ANY KIND AS TO WHETHER THE FEATURES, FUNCTIONALITY OR CONTENT OFFERED THROUGH THE SERVICE WILL MEET THE SPECIFIC REQUIREMENTS FOR ANY INDIVIDUAL CLIENT OR AUTHORIZED USER.
    • YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT ANY EFFORTS BY EFI TO MODIFY THE SERVICE WILL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS.
  12. Limitation of Liability. IN NO EVENT SHALL EFI OR ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR THE LOSS OF ANTICIPATED PROFITS INCURRED OR SUFFERED BY YOU ARISING FROM ANY BREACH OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EFI’S AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO $50.00 AS LIQUIDATED DAMAGES, NOT AS A PENALTY, AND AS THE SOLE AND EXCLUSIVE REMEDY. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  13. Except where prohibited by law, you hereby agree to indemnify, defend and hold harmless, EFI, its employees, officers, directors, agents, suppliers and licensors from and against any and all damages, losses, liabilities and costs, including without limitation, reasonable attorneys’ fees, arising from your use of the Service, your user account, your breach of the terms of this agreement.
  14. Governing Law; Arbitration; Waiver of Jury Trial.
    • This agreement shall be governed by the laws of the State of Oregon excluding its conflict of law provisions.
    • In the event of any controversy between you and EFI relating to this agreement or your use of the Service, the parties will provide formal notice to the other of the dispute. The parties will attempt to resolve all disputes informally. Any disputes that are not resolved will be submitted to binding arbitration pursuant to the Oregon Uniform Arbitration Act. Arbitration procedure shall be pursuant to the Oregon Rules of Civil Procedure, the parties are free to engage in all discovery permissible under the Oregon Rules of Civil Procedure and any discovery requests or subpoenas may be enforced pursuant to ORS 36.675 by petition to the Circuit Court. The parties will agree upon a single arbitrator and, if the parties cannot agree, they will select a neutral third party, who will make a selection from a list comprised of six potential arbitrators, three proposed by each party. The parties expressly waive any right to trial by jury or class treatment of any claim, demand, action or cause of action arising out of or relating to this agreement or the breach thereof. On the application of either party, the award in the arbitration may be enforced by the order of a court of competent jurisdiction. All arbitration proceedings shall be held within Deschutes County in the State of Oregon.
  15. Term; Termination.
    • Unless terminated as described below, this agreement shall remain in effect for as long as you have an active User account. This agreement may be terminated by EFI for any reason and at any time upon notice to you. This agreement may be terminated by you for any reason and at any time upon notice to EFI. Any such termination shall not be effective until confirmation by EFI of acceptance of your notice of termination. The effective date of such termination shall be the later of the date provided for account shutoff in EFI’s confirmation notice or the date which is 30 days from date EFI received your termination notice, whichever is later. Nothing in this Section shall be deemed to limit or restrict EFI’s rights as described in Sections 3.4. and 9.
    • Upon termination, access to the Service will be turned off by EFI. Upon termination, each party shall remain liable for any obligations under this agreement that accrued prior to the effective date of termination, and both parties agree to cooperate with each other to resolve any outstanding issues that exist as of the effective date of termination. Upon termination, the following provisions shall remain in full force and effect: Sections 3.3., 6.2., 6.3., 7.2. and 9. through 17.
    • If any provision of this agreement is found to be invalid, void or otherwise unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions. The parties hereto specifically agree to contact with each other via electronic transmissions and that email communications shall be the primary format for all communications regarding this agreement. Any notice to be provided to EFI pursuant hereto shall be delivered to notice@educationframework.com. Any notice to be provided to you shall be by email to the email address EFI then currently has on file for you, postings within your User account or other reasonable means. Any such notice shall be considered received when actually sent to recipient’s correct email address or User account, if applicable, by the sender.
    • This agreement sets forth the entire agreement and understanding between you and EFI regarding your use of the Service. In the event of a conflict between the terms of this agreement and the Client Access Agreement, the terms of such Client Access Agreement shall be controlling.
    • There shall be no amendments or modifications to this agreement, except by a written document provided to you by EFI which is affirmatively consented to by you (a document only viewable by you online whether as part of the Service, as part of your individual training program enrollment or re-enrollment process or whether otherwise sent electronically to your User account is an acceptable form of writing).
    • You agree that no joint venture, partnership, employment, or agency relationship exists between you and EFI as a result of this agreement or your use of the Service.
    • Any delay by EFI in enforcing its rights under this agreement or any waiver as to a particular default or other matter shall not constitute a waiver of EFI’s rights to the future enforcement of its rights under this agreement
    • You shall not assign this agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written approval of EFI, and any such attempted assignment shall be void. EFI shall have the right to freely assign this agreement, and its rights and obligations hereunder without requiring your consent or provision of prior notice to you. Subject to the foregoing, this agreement shall be binding upon and inure to the benefits of the parties hereto, their successors and permitted assigns.

Last Revised: March 6th , 2016.