TERMS & CONDITIONS

1. SERVICE. The “Service” as indicated in the Invoice / Quote Form is Ignitia (Company’s proprietary internet-based learning management system and curriculum including academic core curriculum content and all of its components) and/or Alliance (Company’s proprietary internet-based educational, instructional, and support service, including curriculum, teacher grading services, academic support, technical support, and program support). The Service expressly includes all data, software, technology, animation, photographs, graphic, audio and visual files, text, platforms, documentation, and other materials related thereto.

2. ONLINE LEGAL NOTICE. Use of the Service and users of the Service are subject to and governed by the End User License Agreement and Privacy Policy posted on the Service website (collectively, “Legal Terms”), as may be amended from time to time by Company. In the event of a conflict between the Legal Terms and the Agreement, the Agreement will control.

3. TERM. The term of the Agreement will be as described on the Invoice / Quote Form (“Term”) and Customer only has the right to use the Service during the Term. The Term will be extended for additional one (1) year (or other duration stated in the invoice) renewal terms upon Company’s issuance of an invoice for extension and either: (a) payment for such invoice by Customer or (b) Customer’s continued accessing and use of the Service.

4. GRANT OF RIGHTS. Subject to the terms of the Agreement and upon payment in full of all required fees, Company grants Customer a limited, non-exclusive, non-transferable license to utilize the Service only with Customer’s students, administrators, faculty, and staff (collectively, “Authorized Users”). Customer’s rights are limited to accessing the Service via the internet for the number of fully paid Authorized Users hereunder and in accordance with the applicable Addendum hereto. Customer will not assign or sub-license any of its rights hereunder.

5. FEES. Customer will pay all amounts as stated and in accordance with the Invoice / Quote Form. Fees may be altered by Company following the End Date. Customer will always pay in full any Company invoice according to the terms stated on the invoice. Company may discontinue Customer’s access to or use of the Service, without prior notice, if Customer fails to make any payment due Company within thirty (30) days of the applicable due date.

6. OWNERSHIP.
a. The Service and all associated materials are the solely-owned or legally licensed property of Company. The Service is licensed, not sold, to Customer under the Agreement. Remuneration paid for access to and use of the Service is a license fee for use. Company does not sell any title, ownership right, or interest in or to the Service. Customer’s rights are limited to a non-exclusive, non-transferable, limited license to use the Service according to the terms of the Agreement. Company reserves and retains all right, title, and interest (including copyrights, patents, trademarks, service marks, and other intellectual property rights) in, to, and associated with the Service including rights to any derivative works that result from Customer’s use of the Service.

b. Ignitia, Alliance, Alpha Omega Publications, and all other trademarks used by Company in connection with the Service are the sole and exclusive property of Company and will not be used by Customer without Company’s advance, written permission.

7. TRAINING. If so indicated in the Invoice / Quote Form, Company will provide orientation and training to Customer’s staff and employees following payment to Company of the training fee(s) stated in the Invoice / Quote Form. Customer must use the Training during the Term for which the Training was originally ordered. Training will include instruction on utilization of the Service for prescribed purposes and responses to questions from Customer’s staff and employees. If Customer believes there to be any deficiency in training, Customer must specify its concerns in writing to Company within thirty (30) days after the completion of the training. Failure to submit such notice will be deemed full acceptance by Customer of the training.

8. WARRANTIES AND REPRESENTATIONS. Customer hereby warrants and represents that:
a. Customer has the legal right and is duly authorized to enter into the Agreement and no part of the Agreement conflicts with any other agreements or obligations binding on or applicable to Customer.

b. Customer will promptly and completely install, use, test, and inspect the Service and advise Company in writing of any inadequacies or shortcomings within sixty (60) days from the date that access to the Service is first provided.

c. Customer will utilize the Service only as expressly permitted by the Agreement.

d. Customer will not do any act or thing or fail to do any act or thing, or permit or allow any other party to do any act or thing or fail to do any act or thing, that could harm or diminish Company’s rights in or to the Service, including the copyrights, trademarks, and intellectual property therein.

e. Customer will not make copies of, distribute, or permit any use of the Service, or any related intellectual property, other than as specifically authorized by the Agreement.

f. Customer acknowledges and agrees that there will be times when access to the Service may be limited or interrupted and that any such lack of access, regardless of timing, is not a breach of the Agreement.

g. Customer will not, nor permit or allow any other party to, reverse engineer or otherwise analyze, reconstruct, disassemble, or reproduce any portion of the Service in any way.

h. Customer will furnish, at its sole expense, all computer and network hardware and software with adequate system configuration and maintenance and adequate internet service to operate the Service.

i. Customer will assume the entire risk as to the quality, results, and performance of the Service as well as the entire risk and cost of all service, repair, or correction to Customer’s hardware or software related to the use of the Service.

j. Customer has followed all applicable procurement and governance statutes, policies, procedures, and/or regulations necessary to enter into the Agreement.

k. As an educational service provider, Company is not subject to the Individuals with Disabilities Education Act (“IDEA”) and will not be a party to any individualized education program (IEP) prepared by Customer. Customer is solely responsible for ensuring that any student with a disability receives appropriate education as required by IDEA and receives any and all accommodations, supports, and/or services necessary to utilize the Service. Upon the mutual written agreement of the parties, Company will make reasonable efforts to facilitate students’ with disabilities utilization of the Service, if not changing the fundamental nature of the Service or resulting in undue administrative hardships or costs.

9. TECHNICAL SUPPORT AND OPERABILITY. Company will provide Customer with technical support for the proper and intended use of the Service subject to Customer’s payment in full of all amounts due Company and so long as Customer is not in breach of the Agreement. The following issues are not covered by Company technical support and Customer will not rely on any Company statements made on the following technical support matters or any other matter other than proper and intended use of the Service:

a. Network issues including internet connectivity or speed, internet service providers, online service providers, spyware, viruses, malware, faulty communications, etc.

b. Hardware issues including switches, hubs, modems, routers, firewalls, computers, etc.

c. Infrastructure issues including power, electrical, cable, internet connection, etc.

d. Issues related to Customer’s use of third party software that are not caused by or related to the Service, as determined by Company in Company’s sole discretion.

10. DISCLAIMER.

a. Company makes no representation or warranty express or implied concerning the compatibility or operability of the Service with any particular operating system or software. Company is not responsible or liable for any hardware failure, operating system or software conflict, server or security issue, or any other condition compromising or interfering with the operability or functioning of the Service.

b. THE SERVICE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICE, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

c. COMPANY DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT THE SERVICE IS FREE OF ERROR OR WILL MEET CUSTOMER’S NEEDS OR REQUIREMENTS, WILL RESULT IN ANY PARTICULAR ACADEMIC OR EDUCATIONAL ACHIEVEMENT OR ADVANCEMENT, WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

d. The disclaimers set forth in these Terms supersede any and all statements, information, or demonstrations, oral or written, by Company, its representatives, dealers, distributors, agents, or employees. No statements that are not set forth expressly and specifically in this Agreement will create a warranty or in any way increase the scope of this Agreement and Customer may not rely on any such information, advice, suggestions, or recommendations.

11. LIMITATION OF LIABILITY. COMPANY, ITS SUBSIDIARIES, AFFILIATES, AND ASSIGNS, AND EACH OF THEIR DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, AND EMPLOYEES, WILL NOT BE LIABLE TO CUSTOMER, AUTHORIZED USERS, OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING DAMAGES FOR LOSS OF FUNDS OR PROPERTY, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR ANY OTHER HARDSHIP, DAMAGES, OR LOSSES ARISING OUT OF OR RELATED TO: THE USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED; UNAUTHORIZED OR ACCIDENTAL ACCESS TO OR ALTERATION OF DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR ANY MATTER RELATING TO THE USE OF THE SERVICE; AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED BY COMPANY FROM CUSTOMER IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS.

12. TERMINATION.

a. The Agreement and any and all rights to access or use the Service will terminate upon: (i) expiration of the Term if either party notifies the other party in writing at least thirty (30) days before the expiration of the Term that it will not be extended; (ii) mutual written agreement of the parties; (iii) notice of termination to a breaching party following a material, uncured breach hereof; (iv) Customer’s failure to pay any amount due hereunder that is more than thirty (30) days past due; or (v) more than one (1) instance of Customer failing to pay any amount due hereunder in any Twelve (12) month period. Any provision of the Agreement intended to survive its termination or expiration will so survive.

b. Upon termination, Customer will immediately pay Company any and all amounts due. No refunds, whether prorated or otherwise, will be due Customer hereunder unless specifically agreed upon by the parties in writing.

c. Upon termination, Customer and all Authorized Users will discontinue access to and use of the Service and all rights granted to Customer and Authorized Users under the Agreement will revert to Company.

d. Within thirty (30) days following termination, at Customer’s sole cost and expense, Customer will irrevocably and entirely delete and ensure the deletion of all Service components and materials, and any and all copies thereof, within the possession or control of Customer or Authorized Users, in whatever form then existing, including translations or compilations, whether partial or complete, and whether or not modified or merged into other software. Company has the right to obtain upon request, within thirty (30) days following termination, Customer’s written statement under oath that all Service components and materials have been destroyed and deleted, including the names of the person(s) responsible for the destruction and/or deletion and the date on which it was completed.

13. SUSPENSION. If Customer is in breach of any term of the Agreement, Company may elect to suspend Customer’s access to the Service until such breach is cured or the Agreement is terminated according to its terms.

14. FORCE MAJEURE. If either party’s failure to perform under the Agreement is caused by the unavailability of services or materials, labor disputes, governmental restrictions, or any other circumstances beyond such party’s control, the failure to perform will not terminate this Agreement unless such failure continues for a period of more than six (6) months, following which either party, at its option, may terminate the Agreement by written notice to the other party.

15. ASSIGNMENT. Neither party may assign the Agreement, or any part thereof, without written permission from the other party, except for the unconditional right of Company to assign or otherwise transfer the Agreement to any affiliate or any party acquiring a substantial portion of Company’s business or assets.

16. CONTROLLING LAW. The Agreement will be governed by the Uniform Commercial Code and Arizona law. The parties hereby consent to the exclusive jurisdiction of the courts located in Maricopa County, Arizona and agree that, in any action arising from or related to the Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and court costs.

17. CONTROVERSIES. The parties agree that as a condition precedent to any party initiating any lawsuit to assert a claim for monetary damages arising out of or relating to the Agreement, such party will first participate in good faith mediation before a mutually agreed upon mediator in Maricopa County, Arizona. Resulting mediation fees will be borne equally by the parties. Any dispute unresolved after mediation will be decided by confidential, binding arbitration in Maricopa County, Arizona and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon an arbitration decision may be entered in any court otherwise having jurisdiction.

18. REIMBURSEMENT RIGHTS. To the extent that Company or Customer breaches or allegedly breaches an obligation, covenant, representation, or warranty to the other party hereunder (“Other Party”) and such breach gives rise to a claim by a third-party against the Other Party, the parties agree that breaching party (“Responsible Party”) will reimburse and be financially responsible to the Other Party for any and all liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and court costs) demanded, claimed, or obtained by a third-party against the Other Party. This contractual right of reimbursement will be cumulative and will not be exclusive of any other right or remedy which may be available.

19. SEVERABILITY. If any provision of the Agreement is found to be void, invalid, or unenforceable, such provision will be reformed so as to be enforceable or severed and the Agreement with such provision reformed or severed will remain in full force and effect to the extent permitted by law.

20. WAIVER. No term or provision hereof will be deemed waived and no breach excused unless such waiver or consent is in writing signed by the party claimed to have waived or consented. A waiver of any term or condition will not be deemed a waiver of such term or condition for the future, or of any subsequent breach thereof, nor a permanent modification of such provision or of the Agreement.

21. NOTICE. Any notice hereunder other than regular statements, invoices, or payments will be sent prepaid to the applicable address stated in the Invoice / Quote Form via certified or registered mail, return receipt requested, or overnight traceable courier (e.g. FedEx, UPS) and will be deemed delivered upon proof of receipt. Notices to Company will be Attention: Legal Department with a copy via email to: legal@glynlyon.com.

22. ENTIRE AGREEMENT. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, promises, and undertakings, if any, made orally or in writing, by or on behalf of the parties with respect to said subject matter. Any use of “including” herein means without limitation. No modification, amendment, waiver, termination, or discharge of any provision hereof will be binding unless confirmed in writing and executed by both parties. Each party has had the time and opportunity to consult legal and professional counsel of its choice regarding the Agreement. Neither the Agreement nor any uncertainty or ambiguity herein will be construed or resolved against either party, whether under any rule of construction or otherwise, and the Agreement will be construed and interpreted according to the fair meaning of the words used so as to accomplish the purposes and intentions of the parties. For purposes of the Agreement, a digital signature will be deemed an original.

IGNITIA ADDENDUM

1. GRANT OF RIGHTS.

a. The quantity of Concurrent Licenses, User Licenses, Site Licenses, and/or Single Course Student licenses granted hereunder is set forth in the Invoice / Quote Form and in any invoice for extension of the Term that is fully paid by Customer.

b. A “Concurrent License” means an individual license to access the Service via the internet as follows: A Concurrent License may be used by any number of Authorized Users but each Concurrent License may not be used by more than one (1) Authorized User at the same time. If applicable, the maximum number of Authorized Users that may access and use the Service at the same time will be no more than the number of Concurrent Licenses specified in the Invoice / Quote Form or any fully-paid invoice for an extension of the Term.

c. A “User License” will mean a license to access the Service via the internet as follows: A User License is issued to a single and identified Authorized User and only that Authorized User will be permitted to access or use the Service via that User License. Once a User License is assigned to an Authorized User, it may not be transferred to or used by another Authorized User except if the Authorized User to whom the User License was initially assigned graduates from, drops out of, transfers out of, or dis-enrolls from Customer’s facility or institution. A User License can be transferred to another Authorized User as permitted herein no more than once.

d. A “Site License” will mean a license to access the Service via the Internet as follows: A Site License provides a User License for each student enrolled at Customers educational facility. The maximum number of Authorized Users that may access and use the Service at the same time under a Site License will be no more than the number specified in the Invoice / Quote Form or any fully-paid invoice for an extension of the Term. Customer’s failure to accurately report and promptly update Company regarding the number of students enrolled at Customer’s educational facility will be a material breach of the Agreement.

e. In addition to and independent of the Concurrent Licenses and User Licenses granted hereunder, if so indicated in the Invoice / Quote Form, Customer may license individual courses for an Authorized User not utilizing a Concurrent License or User License (“Single Course Student”) upon payment of the applicable per-course fee. Customer may purchase only one (1) course for any Single Course Student and will pay the per-course fee in full in advance of Company granting access to the Single Course Student.

2. CUSTOMIZATION TOOL.

a. Company may provide Customer with access to an application allowing for the creation, modification, and deletion of portions of Service curriculum (“Customization Tool”). Customer acknowledges and agrees that any and all content or material Customer modifies with the Customization Tool (“Modified Content”) will be the sole and exclusive property of Company. Customer, for itself and its Authorized Users, hereby assigns and quit-claims to Company, and waives any and all rights to, any Modified Content.

b. Company acknowledges and agrees that any and all original content created by Customer or its Authorized Users using the Customization Tool (“Customer Content”) will be the sole and exclusive property of Customer. Customer hereby grants Company a non-exclusive, perpetual, worldwide, irrevocable, royalty-free license to use and exploit all Customer Content in connection with the Service and to grant such rights to others. Customer will reimburse and be financially responsible to Company for any and all liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and court costs) demanded, claimed, or obtained by a third-party against Company for any infringement of rights related to the Custom Content.

c. Customer and its Authorized Users will not use the Customization Tool in any manner that could infringe upon any proprietary rights of any party or that could defame, slander, or libel any party, or to add or provide access to any content that Company deems in its sole discretion to be harmful, threatening, unlawful, defamatory, infringing, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable, as determined by Company in its sole discretion.

d. COMPANY HEREBY DISCLAIMS FOR ALL PURPOSES AND CIRCUMSTANCES ANY RESPONSIBILITY OR LIABILITY FOR USE OF THE CUSTOMIZATION TOOL INCLUDING, WITHOUT LIMITATION, THE CONTENTS OF THE CUSTOM CONTENT.

ALLIANCE ADDENDUM

1. GRANT OF RIGHTS. Rights to the Service are granted to Authorized Users on a “per student, per course” basis. An Authorized User may only utilize the Service for the courses in which the Authorized User is enrolled. Company will grade all assignments not automatically graded via the Service; provide Customer with access to Company teachers via the Service; and document Authorized Users’ performance with grade reports. If an Authorized User does not use the Service for any course(s) within twenty-four (24) months of Company receiving Customer’s purchase order for such course(s), access to such course(s) will be permanently forfeited.

2. CUSTOMER’S RESPONSIBILITIES. In consideration of Company’s provision of the Service, at Customer’s sole cost and expense, Customer will: a. Ensure Customer’s students enrolled in the Service complete all applicable placement tests and provide Company with transcripts for such students;

b. Provide all necessary on-site supervisory staff, appropriately trained and vetted;

c. Ensure that students have the ability to access the Service including all technological and physical facilities and equipment;

d. Provide all appropriate and/or legally required liability insurance for operating a school, ensure that said insurance is fully funded, paid for, continual, uninterrupted, and names Company as an additional or other insured, and provide Company with written proof of such insurance;

e. Ensure all Customer’s facilities are at all times in compliance with all applicable laws, codes, and regulations;

f. Comply with all applicable requirements regarding non-public funded educational options including graduation requirements;

g. Provide academic counseling for students including prescribing course work based upon transcripts, grade reports, and placement test scores;

h. Provide and account for all student documentation not provided by the Service including transcripts, grades, attendance records, consent forms, and health records;

i. Obtain registration information and collect tuition fees from all students enrolled in the Service, if applicable;

j. Adopt and enforce policies and procedures to maintain the safety and welfare of all of its students;

k. Not contradict or impair Company’s policies or the implementation of the Service; and

l. Appoint a single, individual, full-time employee to act as its agent hereunder and serve as the primary contact person for communication with Company regarding the Service (“On-Site Coordinator”). Customer represents and warrants that its On-Site Coordinator will:

i. Collect, organize, and deliver to Company complete registration materials for all Customer’s students utilizing the Service and coordinate placement testing for such students;

ii. Communicate directly with parents of students regarding all applicable Service-related issues including test results, course assignments, graduation requirements, lesson plans, completion of daily course work, and study habits. Customer acknowledges and agrees that Company is not required to communicate with students’ parents or guardians and that such communication regarding relevant issues is the sole obligation of Customer and On-Site Coordinator, provided, however, that Company may communicate with students’ parents or guardians and On-Site Coordinator will facilitate such communications upon request.

iii. Supervise students’ work including proctoring tests, monitoring daily work, ensuring compliance with lesson plans, setting progress goals, and submitting report forms. Company may block access to students’ work to ensure academic integrity and the On-Site Coordinator will contact Company to request student access to such work.

iv. Communicate with Company-designated individual at all times to review and evaluate students’ progress, program goals, and other concerns related to the Service.

3. COMPANY’S RESPONSIBILITIES. In consideration of Customer’s compliance with the Agreement and payment of all amounts due hereunder, Company will:

a. Provide curriculum appropriately selected by Company;

b. Administer placement tests and provide academic advising and mapping as appropriate for Customer’s full-time students;

c. Timely communicate with Customer’s Authorized Users; and

d. Maintain student records including grade reports, transcripts, and diplomas for Service courses that Customer’s students complete. All such documents will reference the Service and not Customer.

4. TERMINATION. In the event Customer ceases to provide educational services to Authorized Users prior to Authorized Users’ completion of course work hereunder, Customer will provide to Company contact information for all Authorized Users’ parents and Company may thereafter communicate with parents regarding Authorized Users’ re-enrollment in the Service.

5. CREDITS. All registration fees are non-refundable. Credit will be given to Customer for student withdrawals only in cases where the Student’s tuition was cash payment paid in full and was not on a payment plan, as follows: if withdrawal occurs

a. Between 0-30 calendar days after enrollment—80% credit on account

b. Between 31-60 calendar days after enrollment—40% credit on account

c. More than 60 calendar days after enrollment—no credit on account

6. REIMBURSEMENT RIGHTS. In addition to the reimbursement rights stated in the Agreement, Customer will reimburse and be financially responsible to Company for any and all liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and court costs) demanded, claimed, or obtained by a third-party against Company related to any act or omission by Customer or its representatives, employees, contractors, and agents in the supervision or administration of students, the use of the Service, or that is negligent, malfeasant, tortious, or criminal.

E-CASH ADDENDUM

E-Cash is Company’s system allowing Customer to pay for the Service based on the number of units accessed by Customer’s students. E-Cash requires that Customer establish an electronic debit account (“E-Cash Account”) in which Customer maintains a minimum amount of funds and from which Company may debit fees for units purchased by Customer for its students. To establish an E-Cash Account, Customer will submit to Company either: (1) a credit card, with full account information, to which Company may post charges for Customer’s purchases of student units; or (2) a credit application with all account information reasonably requested by Company. Company will determine, in Company’s sole discretion, the terms and conditions of any credit thereafter extended to Customer. All setup, enrollment, and other initial fees paid by Customer will be applied directly to Customer’s E-Cash Account and available for Customer to purchase student units. Company will debit Customer’s E-Cash Account for all additional Customer purchases of student units. Customer will maintain a minimum balance of Two Hundred and Fifty Dollars ($250.00) (“Minimum Balance”) in Customer’s E-Cash Account at all times during the Term. Customer hereby authorizes Company to replenish Customer’s E-Cash Account with Customer’s funds if the balance in Customer’s E-Cash Account is less than the Minimum Amount and apply sufficient funds so that the balance in Customer’s E-Cash Account is at least the Minimum Amount. Company retains the right to discontinue Customer’s access to or use of the Service, without prior notice to Customer, if Customer fails to provide necessary funds to maintain the Minimum Balance in Customer’s E-Cash Account.