This Terms of Service (“License”) is a contract between the local educational organization, (“Licensee”) Skill Struck, LLC (“Skill Struck” or “Licensor”) and governs Licensee's use of the Skill Struck products, materials, and/or services referenced in the Order Form or Quote provided by Skill Struck to the Licensor. The license granted hereunder is conditioned upon Licensee's acceptance of the terms set forth herein. Licensee and Skill Struck are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” By signing the Quote or Order Form, you agree on behalf of your organization to the following terms:
“Authorized User” means Licensee and/or any student, participant, employee or other personnel receiving access to the Skill Struck Application by or through Licensee.
“Skill Struck” means Skill Struck LLC, and/or any of its subsidiaries or affiliates.
“Skill Struck Application” means the product(s) and/or services offered under the Skill Struck or other Skill Struck-owned brand as specified in the applicable quote, for which Licensee has rightfully obtained a license, including without limitation any software, services, companion materials, training, documentation or related products, accessed on or through, or downloadable from, a Skill Struck-designated website (the “Website”), as well as any Skill Struck or third party applications embedded within or provided by Skill Struck to deliver or enable delivery of the functionality of the Skill Struck Application, including those installed on any third party server related thereto, along with all services, documentation, reports and/or other ancillary materials provided by Skill Struck in conjunction with the Skill Struck Application (together with any updates to, or new releases of, the foregoing that are made available to Licensee by Skill Struck), licensed by Skill Struck to Licensee under the applicable quote and pursuant to this License.
“Online” means the accessing of the Skill Struck Application using a web browser on a desktop or mobile device over the Internet.
“Quote” means any quote(s), statements of work, or proposals provided by Licensor to Licensee detailing the number, level, type, subscription term and price of the licenses ordered by Licensee under this License, as well as any additional mutually agreed business terms for the order, as accepted and agreed to by Licensor.
a. General. THIS LICENSE IS A LEGAL AGREEMENT BETWEEN LICENSEE AND SKILL STRUCK. LICENSEE UNDERSTANDS AND ACKNOWLEDGES THAT SKILL STRUCK WOULD NOT HAVE ENTERED INTO THIS LICENSE WITH LICENSEE WITHOUT LICENSEE'S AGREEMENT TO BE FULLY BOUND BY THE TERMS OF THIS LICENSE.
THIS LICENSE CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY (SEE SECTION 10 BELOW). THIS PROVISION IS AN ESSENTIAL PART OF THE PARTIES' AGREEMENT.
b. Online Acceptance. BY PLACING AN ORDER WITH SKILL STRUCK, CLICKING ANY ACCEPTANCE BUTTON OF THE SKILL STRUCK APPLICATION, PAYING A SKILL STRUCK INVOICE, OR DOWNLOADING, INSTALLING OR OTHERWISE USING THE SKILL STRUCK APPLICATION, LICENSEE AGREES TO BE BOUND BY THE TERMS, CONDITIONS AND NOTICES OF THIS LICENSE, AND SHALL BE DEEMED TO HAVE ACCEPTED THIS LEGAL AGREEMENT IN FULL. YOU, THE INDIVIDUAL COMPLETING THE ORDER FOR, OR INSTALLATION OF, OR PAYMENT FOR, OR COMMENCING THE USE OF, THE PRODUCT ON BEHALF OF LICENSEE REPRESENT AND WARRANT THAT YOU ARE A REPRESENTATIVE OF THE LICENSEE WITH AUTHORIZATION TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE.
IF LICENSEE DOES NOT AGREE TO THESE PROVISIONS OR ANY OF THE OTHER TERMS OF THIS LICENSE, DO NOT CLICK THE ACCEPTANCE BUTTON (IF ANY) AND DO NOT USE OR ACCESS, OR ENABLE ANY AUTHORIZED USER TO ACCESS THE SKILL STRUCK APPLICATION. LICENSEE ALSO HAS THE RIGHT AT ANY TIME TO WITHDRAW LICENSEE'S CONSENT TO HAVE THIS LICENSE PROVIDED TO LICENSEE IN ELECTRONIC FORM. SHOULD LICENSEE CHOOSE TO WITHDRAW LICENSEE'S CONSENT TO HAVE THIS LICENSE PROVIDED TO LICENSEE IN ELECTRONIC FORM, LICENSOR WILL TERMINATE LICENSEE'S RIGHT TO USE THE SKILL STRUCK APPLICATION.
The Skill Struck Application is licensed, not sold. The Skill Struck Application is intended to be used by Licensee for the education and/or assessment (as applicable) of its Authorized Users only. Licensee may not use the Skill Struck Application for any other purpose, or other than in accordance with the terms of this License, without the express prior written authorization of Licensor in each instance. If Licensee accepts this License, and for so long as Licensee complies with the terms of this License, Licensor grants Licensee a limited, revocable, nonexclusive and nontransferable license to access and use, and to allow its Authorized Users to access and use, the Skill Struck Application for the subscription term specified in each applicable quote, subject to its payment obligations under each quote and the limitations and restrictions set forth in this License.
Continuous Internet access, connectivity and certain minimum systems and technical requirements, such as installation of additional third party software (e.g., browser plug-ins), may be required to access and use the Skill Struck Application, which are not provided by Licensor and are the sole responsibility of Licensee. Information regarding minimum systems and technical requirements for the Skill Struck Application may be obtained by Licensee from Skill Struck Customer Support.
Licensee may not, and may not permit others to, directly or indirectly sell, rent, lease, loan, timeshare, or sublicense all or any part of the Skill Struck Application. The transmission of Licensee's user name, password or Activation ID to allow any person other than Licensee or an Authorized User to use the Skill Struck Application is expressly prohibited, and failure to comply may result in the suspension or termination of the right to continue to use the Skill Struck Application or receive support.
Licensee agrees not to, and not to permit others to, directly or indirectly (a) reverse assemble, reverse compile, or otherwise reverse engineer or attempt to access or derive the source code or object code or any associated computer algorithms or models of all or any part of the Skill Struck Application, including but not limited to any methods, algorithms or models relating to literacy or other assessments, (b) copy, modify, translate, alter, change, or collect information that can be used to create derivative works of all or any part of the Skill Struck Application, (c) download, copy or collect information that could be used to copy all or any part of the Skill Struck Application, or access or use all or any part of the Skill Struck Application for any purpose other than for the educational and/or assessment purposes set forth herein, except as and only to the extent expressly authorized by applicable law notwithstanding this limitation, or as expressly authorized in writing by Licensor. Any such authorization supplied by Licensor, and any information obtained by Licensee through any such authorized use, may only be used by Licensee for the purpose expressly authorized by Licensor and may not be disclosed to any third party or used to create any software or work that is substantially similar to the Skill Struck Application or any component thereof. If the applicable quote specifies a maximum number of Authorized Users or concurrent users that may access the Skill Struck Application, Licensee agrees not to exceed such maximum number without the prior written approval of Licensor.
Licensee acknowledges and agrees that Skill Struck or its third-party licensors own all rights, title and interest in and to the Skill Struck Application (including all software, code, algorithms, models, interfaces, text, photographs, graphics, animation, applets, music, video and audio incorporated therein and any related user guides and documentation), the Skill Struck trademarks, the URLs, and other marks related to the Skill Struck Application, all of which are covered by various protections including, without limitation, copyright, trademark, and trade secrecy law. Licensee agrees not to alter, remove, conceal, or otherwise change any trademarks, logos or other marks of Licensor or its third party licensors contained within the Skill Struck Application. Licensee also acknowledges that Skill Struck owns all rights, title and interest in the Lesson Plans and Curriculum that are developed while using the Skill Struck Application. Any and all rights relating to the Skill Struck Application not expressly granted by this License are hereby reserved by Licensor or its third party licensors. If Licensee suggests new features or functionality that Skill Struck, in its sole discretion, adopts for the Skill Struck Application, such new features or functionality will be the sole and exclusive property of Skill Struck and any and all claims of Licensee as to the same are hereby waived and released. Skill Struck reserves the right, in its sole discretion and without incurring any liability to Licensee, to update, improve, replace, modify or alter the specifications for and/or functionality of all or any part of the Skill Struck Application from time to time. By using the Skill Struck Application, Licensee agrees to automatically receive updates.
Skill Struck offers support to Licensees of the Skill Struck Application. Support is offered through various means, from using the chat box on the platform to emailing our customer support representative using email@example.com. Skill Struck reserves the right to change its support policy at any time by updating the policy on Skill Struck's website and without further notification to Licensee. Licensee's use of Skill Struck's customer support is governed by the hours of operation and other terms and conditions set forth at Skill Struck's website and set forth in this agreement.
a. Term. Subject to the terms hereof, this License is effective for the term of the Skill Struck Application subscription as set forth in the applicable quote. Licensee may terminate any quote and its rights under this License at any time, provided however, that Licensee will not be entitled to any refund of any license, subscription, hosting or other fees set forth in the quote, or any portion thereof, unless otherwise expressly agreed by Licensor in writing in the applicable quote. By accepting this License, Licensee authorizes Licensor to immediately terminate Licensee's and/or any Authorized User's rights, without notice, under this License, including access to the Skill Struck Application, if Licensee or any Authorized User fails to comply with any terms of this License, including the prompt payment of fees set forth in the applicable quote. Restrictions imposed by Licensor for a breach of this License may include, but are not restricted to:
(i) Terminating the IP address of a non-compliant workstation; and
(ii) Terminating account access to the Skill Struck Application.
b. Termination. Upon receipt of notice of termination, Licensee and any Authorized User must immediately cease all use of the Skill Struck Application. Licensor may require Licensee to certify in writing that Licensee has complied with this requirement. For clarity, except in the event of Licensor's termination of an order or this License due to material breach by Licensee, the term of any individual subscription license acquired under this License shall be as set forth in the applicable accepted quote, and the rights in such subscription licenses shall not be transferred from the entity named as the receiving party in the applicable quote to any other entity. The provisions of Sections 6, 7, 9, 10, 11, 12, 13, 14, and 20, and any other obligations or restrictions that expressly or by their nature are to continue after termination shall survive the termination of this License for any reason, but this sentence shall not imply or create any continued right to use Skill Struck Application after termination of this License.
Licensee agrees to pay Licensor the fees for the Skill Struck Application as set forth on the applicable quote. Unless otherwise expressly agreed in writing, Licensor shall invoice Licensee for the total amount stated on each quote. Unless otherwise specified in the quote, all invoiced amounts shall be due and payable within thirty (30) days of the date of invoice. Payments due hereunder shall be made by Licensee without any deduction, setoff or bank charges to Licensor at the banking institution in the United States designated by Licensor in U.S. dollars, unless otherwise mutually agreed and expressly set forth in the applicable quote. All payments made by Licensee are non-refundable. Unless expressly prohibited under applicable law, overdue payments (other than amounts that are the subject of a legitimate dispute) shall accrue interest at the lesser of one and one half percent (1.5%) per month or the maximum allowable interest under applicable law from the due date until paid, and Licensee shall pay Licensor's costs of collection, including Licensor's reasonable attorneys' fees and court costs. The amounts due to Licensor as set forth in the applicable quote do not include, and Licensee shall be solely responsible for payment of, any sales, use, property, value-added or other taxes (including any amounts to be withheld for the purpose of paying the foregoing) relating to, resulting from or based on use of the Skill Struck Application. If Licensor is required to pay any of the foregoing taxes, then such taxes shall be billed to and promptly paid by Licensee.
All provisions of this License apply to the maximum extent permitted by applicable law. If any part of this License is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this License will continue in effect.
Licensee acknowledges that the Skill Struck Application is subject to U.S. export jurisdiction. Licensee agrees to comply with all applicable international and national laws that apply to the Skill Struck Application, including the U.S. Export Administration Regulations and Office of Foreign Assets Control Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
No failure or omission by either Party to carry out or observe any of the terms and conditions of this License (other than payment obligations) shall give rise to any claim against such Party or be deemed a breach of this License if such failure or omission arises from an act of God or any other force majeure, an act of any government, or any other cause beyond the reasonable control of the affected Party.
Failure to insist upon strict compliance with any of the terms, covenants, or conditions of this License shall not be deemed a waiver of that term, covenant, or condition or of any other term, covenant, or condition of this License. Any waiver of relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of that right or power at any other time.
Except as expressly set forth herein, nothing in this License shall be construed as giving any person or entity, other than the parties hereto and their successors and permitted assigns, any right, remedy or claim under or in respect of this License or any provision hereof.
All notices, requests, or other communications hereunder shall be in writing, addressed to the parties at the addresses set forth in the quote and in the case of notice to Licensor relating to Sections 10, 11, 13, or 14C shall be addressed to the attention of the Legal Department. Notices mailed by registered or certified mail shall be conclusively deemed to have been received by the addressee on the fifth business day following the mailing of sending thereof. If either Party wishes to alter the address to which communications to it are sent, it may do so by providing the new address, in writing, to the other Party.
The term of this License is outlined in the Quote or Order Form (“Term”) and shall continue unless terminated by a party referencing Section 21. Additionally, either party may terminate this License for a material breach of any provision of this License by any other party, if the breach is not cured within thirty (30) days after written notice of such breach has been given by the non-breaching party. In the event that the License is terminated, all Order Forms and Quotes are simultaneously terminated. Upon termination or expiration of this License agreement, Licensee shall immediately cease using the Skill Struck Application.