CONNECTIONS ACADEMY EDUCATIONAL SERVICES TERMS AND CONDITIONS
Last Updated: November 5, 2009
These Terms and Conditions are applicable to the academic and teaching services to be provided by Connections Academy, LLC. (“Connections”) to a private or public school or school district (the “School”) that has entered into an Educational Services Quote and Agreement with Connections (the “Agreement”). Connections reserves the right to change these Terms and Conditions from time to time. Such changes will become effective when Connections posts the revised Terms and Conditions on Connections’ Web Site (defined below) at http://www.connectionsacademy.com/school-leaders/terms.aspx. The School should check the Terms and Conditions from time to time, as the School is bound by the Terms and Conditions posted on the Web Site at the time of access. Any revised Terms and Conditions will supersede all previous versions.
Definitions
“Affiliates” means any entity controlling, controlled by or under common control with another entity. For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct the management and policies of an entity whether through the ownership of voting securities, contract or otherwise.
“Administrators/Staff” means any and all individuals employed by or otherwise providing services for or on behalf of Connections or the School.
“Content" means the components of a Course (as defined below) licensed, designed, developed, owned or provided by Connections and its third party content partners and delivered in an online format through the LMS (as defined below) or in an offline format (textbooks and other materials) to teach students in various subjects in grades K-12. Content may include the courseware, data, documentation, text, audio, video, graphics, animation, drawings, programming, icons, images, pictures and charts, Teachlet® tutorials and LiveLesson® sessions. Connections reserves the right to add Content, withdraw Content, modify and/or offer substitute Content, in its sole discretion, provided that the School will receive reasonable notification concerning any substitution or withdrawal that is substantial.
“Course(s)” means a program of instruction provided by Connections, which includes Content accessed through the LMS and may include support from Connections Teachers if specified in the applicable Agreement.
“Derivative Works” include any translation, editorial revision, annotation, elaboration, or other modification, correction, addition, enhancement, extension, condensation, upgrade, improvement, compilation, abridgement or other form in which the Content may be recast, transformed or adapted, including but not limited to all forms in which such Derivative Works may or may not infringe any of the copyrights in the Content.
"Instructional Aide(s)" means any and all individuals who are involved in supporting, facilitating or assisting in the provision of instruction, assessment and/or other educational services to Students.
“Intellectual Property” means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide now or in the future, including but not limited to, moral rights and similar rights.
"LMS” means the Web Site or Learning Management System with the URL http://schools.connectionsacademy.com, or such other URL as Connections or its Affiliates may designate from time to time, through which Users access Connections Content via a secure, password protected web site. The features and functions of the LMS may be modified and/or updated from time to time by Connections.
“Mentor” means an adult designated by the School to motivate Student(s) (as defined below) and track Student(s)’ progress in a Course.
“Privacy Policy” means that certain statement of Connections’ practices for handling personally identifiable and non-personally identifiable information gathered by Connections through the LMS or any web site maintained by Connections from time to time.
"Student" means any person who is: (1) enrolled in the School, and (2) enrolled in a Course offered by Connections under the terms of an Agreement.
“Teacher” means any and all educators involved in providing instruction, assessment and/or other educational support of Students.
“Terms of Use” means certain rules governing how Users may and may not use the LMS and any Content accessible through the LMS.
"Territory" means the geographic area or other delineation where and/or to whom the School can offer Students Connections Courses, as specified in the Agreement. Unless specified in an Agreement, there will be no geographical limitation.
“Users” (or individually a “User”) means Students, Teachers, Instructional Aides, Mentors and Administrators/Staff, accessing the Content in any manner or through any medium, including via the Internet through the LMS, pursuant to an Agreement and these Terms and Conditions.
“Web Site” means the Connections web site with the URL http://www.connectionsacademy.com/home.aspx and any subpages connected thereto.
1. Grant of Rights
Pursuant to an Agreement executed by a School and these Terms and Conditions, Connections hereby grants to the School for the term of the applicable Agreement, a limited, non-exclusive, terminable, non-transferable license in the Territory for Users to access the LMS and the Content related to Courses for which the Students are enrolled. If specified in the Agreement, Connections will also provide Teachers to support the Courses. If Connections Teachers are not specified in the Agreement, then the School shall have sole responsibility for the support of Students. Connections may provide training and/or other services as may be specified in an Agreement.
2. Permitted and Prohibited Uses
All rights not expressly granted to the School and its Users pursuant to an Agreement and these Terms and Conditions are reserved to Connections, and all uses of the LMS and Content by the School and its Users not expressly permitted hereunder are prohibited.
2.1 Use for Educational, Non-Commercial Purposes Only. The School and its Users may use the LMS and the Content for bona fide educational purposes only, and may not use them in any commercial or for-profit manner. Connections reserves the right, in its sole and absolute discretion, to limit the School's and/or any Users' use of the LMS in the event that Connections, in its sole and absolute discretion, deems the School's and/or such Users' use thereof to be inconsistent with educational purposes, and/or inconsistent with these Terms and Conditions.
2.2 Prohibited Uses. The School will not, and will not permit Users, the School’s employees or agents or any third party to: (a) access the Content or LMS except in connection with Courses for which a Student is enrolled, (b) use Content except in strict compliance with these Terms and Conditions, (c) copy, reproduce, modify, alter, transfer, transmit, perform, publish, display, sub-license, distribute, circulate provide access to, rent, or create Derivative Works from the Content or any portion thereof, (d) decompile, reverse engineer, disassemble, or otherwise determine or attempt to determine the source code (or the underlying ideas, algorithms, structure or organization) of the Content or LMS, (e) upload files that contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of the LMS, (f) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the LMS’s or Content's control or security systems, nor allow or assist a third party to do so, or (g) use the Content in a manner that disparages the LMS, Content, Connections or its content providers, or in any manner that Connections may, in its sole discretion, deem inappropriate.
3. Remedy.
The School acknowledges and agrees that the LMS and the Content possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Connections for which Connections would not have an adequate remedy at law. Therefore, the School agrees that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies as may be available to Connections, Connections will be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.
4. Ownership of LMS and Content
The LMS and the Content are the property of Connections and its third party content partners who retain all title to, ownership of and all proprietary rights with respect to their respective Content and Content components, and all copies, portions and modifications thereof (by whomever made or paid for), which are protected by United States Intellectual Property laws. By using the LMS and the Content, neither the School nor any of its Users gain any ownership interest in the LMS, Content or other Intellectual Property of Connections. The School shall not remove any proprietary, copyright, patent, trademark, design right, or any other proprietary rights legends from the Content or LMS.
5. Use of Trademarks
Connections is the owner of various trademarks, service marks, logos and/or trade names used in its business of providing educational products and services (collectively, the “Licensed Marks”). Connections grants to the School a non-exclusive, non-transferable, royalty-free license to use the Licensed Marks during the term of an Agreement solely in connection with receipt of services under an applicable Agreement and subject to pre-approval of such use by Connections. Any use of the Licensed Marks shall be in accordance with any trademark usage guidelines provided by Connections or posted on the Web Site. Connections retains all right, title and interest in and to the Licensed Marks and any related proprietary rights not expressly granted to the School hereunder. All goodwill attributable to the Licensed Marks will inure exclusively to the benefit of Connections. In the event of a termination of this Agreement, the School agrees to immediately terminate use of the Licensed Marks. The School agrees to report to Connections all claims or suspected claims of trademark, copyright or other infringement of Connections’ Intellectual Property or other proprietary rights. Claims of infringement should be directed to: legal@connectionsacademy.com
6. LMS Availability and Support
Connections does not guarantee availability of the LMS 24 hours per day, 7 days per week. Unless other support terms are specified by Connections from time to time, Connections agrees to provide LMS support during normal business hours Monday through Friday (9:00 a.m. to 6:00 p.m. ET), excluding holidays. Connections will respond to general support issues within one (1) business day, after which they will be escalated as may be specified by Connections from time to time. The contact for escalation of support issues will be as designated by Connections.
7. School’s Obligations
7.1 Equipment. The School will be responsible for providing or assuring that Users have all the necessary computer hardware, software, modems, internet connections and other items that are needed for its Users to access the LMS and Content, and all costs associated with such access. The minimum specifications for the equipment needed to use the LMS and Content are set out on the Web Site at: http://www.connectionsacademy.com/school-experience/hardware/system-requirements.aspx
7.2 Enrollment. The School will provide to Connections all required information in the format specified by Connections in order to enroll Students and set up accounts for Users.
7.3 Compliance with Laws. In using the LMS, the School agrees to comply with federal and state privacy laws, including but not limited to 20 U.S.C. § 1232g, the Family Educational Rights and Privacy Act (“FERPA”) and the regulations promulgated under FERPA, and other similar laws, administrative rules and regulations restricting commercial use of Student information. The School further agrees to limit access by its employees and agents to educational records containing personally identifiable information to solely those of its employees and agents who have a legitimate educational interest for such information.
7.4 Security and Use of Passwords. Each User will have a user name and password for the purpose of accessing the LMS and the Content (the “Log-In Information”). The School and its Users must keep all Log-In Information strictly confidential, and all Log-In Information may be used only by the assigned User. The School and its Users are responsible for maintaining the security and confidentiality of all Log-In Information, and for preventing access to the LMS and/or the Content by unauthorized persons using a User's Log-In Information. Unauthorized access to or use of the LMS and/or the Content by someone using a User's Log-In information may be attributed to such User.
7.5 Payment of Fees. The School will pay all fees incurred under an Agreement within thirty (30) days after the date of invoice or pursuant to such other payment terms as may be specified in the applicable Agreement. Late payments will bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. In the event that a Student withdraws from a Course, the School may be entitled to a partial refund of fees based on Connections’ refund policy in effect on the date of the applicable Agreement.
8. Communications from Connections
The School acknowledges and agrees that Connections may periodically contact Users for customer service purposes. By accessing the LMS and Content, the School and Users will have consented to receive such communications.
9. Usage Guidelines and Rules of Conduct
The Connections Privacy Policy and Terms of Use are posted on the Web Site and are accessible from Connections' LMS login page and they may be updated from time to time by Connections in its sole discretion. By using Connections’ services, the School agrees that it and the Users will be bound by the Terms of Use and Privacy Policy, and any modifications thereto. The School acknowledges that Connections may also institute basic rules for academic and personal conduct for Users’ use of the Content and LMS and that Connections will enforce those rules in its sole discretion. Included in the rules of Student conduct shall be prohibitions against any Student attempting to make inappropriate communications or contacts with any other Students through the Connections LMS, as well as prohibitions against hacking, viral infection, or other technical attempts to gain unauthorized access to or cause damage to Connections through its LMS.
10. Protection of Student Records
Connections and the School acknowledge and agree that under FERPA and any regulations promulgated thereunder, Connections and the School each has certain obligations with regard to maintaining the security, integrity and confidentiality of “education records”, as that term is defined by FERPA. Connections and the School agree that they shall perform their obligations under this Agreement in compliance with FERPA and any regulations promulgated thereunder. Connections and the School designate the staff, employees and volunteers who are providing educational and/or administrative services to the Students as agents of the School having a legitimate educational interest and thus entitled to access to educational records under FERPA. Connections and the School shall also maintain Student Records in accordance with any other applicable state, local and federal laws and regulations.
11. Term; Termination
11.1 Termination. The term of an Agreement will continue for the period of time specified in the Agreement. In the event that the School breaches any term of the Agreement, or the School and/or any of its Users breach these Terms and Conditions (“Event of Default”), and such Event of Default is not cured within ten (10) days after receipt of notice thereof from Connections, Connections may terminate the Agreement in whole or in part immediately upon written notice to the School. Notwithstanding the foregoing, there will be no cure period for any Event of Default that is not curable or, at Connections’ option, for violation of the Prohibited Uses specified above.
11.2 Effect of Termination. In the event of expiration or termination of the Agreement for any reason: (a) all rights granted under the applicable Agreement will terminate and the School will not permit Users, the School’s employees or agents, or any other third party to access the LMS or the Content, and (b) the School and the Users will cease using, or destroy and certify destruction of, all Content that may have been downloaded from the LMS. Termination of an Agreement will not relieve the School of any obligation or liability under Agreements still in effect, nor will it affect or impair the rights of Connections arising under the applicable Agreement prior to such termination, except as expressly provided herein.
12. Audit
Connections will have the right, with ten (10) days prior notice, to audit the School’s use of the LMS and Content at the School’s location(s). The School will also have the right, on providing reasonable notice to Connections, to request reports that are reasonable and relevant to monitoring use of and access to the LMS and Content offered under an Agreement. If any audit determines that the School has not complied with the terms of the applicable Agreement, the School will promptly pay Connections any amount that is due. In the event the audit determines a shortfall in the amount paid Connections in excess of five percent (5%), the School will also reimburse Connections for its cost in conducting the audit.
13. Representations
The School represents and warrants that: (a) it has full power and authority to enter into the Agreement, and to agree to all the terms and conditions contained therein and in these Terms and Conditions, and has received all parental and other permissions required to permit Connections to obtain and retain information (including personal information) from Users; (b) only authorized Users will access the LMS and Content; (c) the School and its Users will at all times use the LMS and Content only as expressly permitted by the Agreement and these Terms and Conditions; (d) in the event that the School requests that Connections customize the interface with the School's trade name, trademarks or logos, and/or digitize and/or encode and/or host any of the School's content on the LMS and Connections agrees to do so, the School has the right to so use and exploit any and all such trade names, trademarks, logos and content, including without limitation any and all underlying elements (the “School IP”), and (e) the School IP, any content, materials, and/or information contributed by Users, and any revisions to the Content by Users does not and will not contain any libelous, unlawful or infringing materials or content, will not infringe upon any party's proprietary rights, including without limitation statutory or common-law copyright, trademark and right of privacy, and will not violate any law, regulation or right of any kind whatsoever or give rise to any actionable claim or liability.
14. Indemnity
The School will defend, indemnify and hold Connections, its Affiliates, agents and content providers, and the directors, officers, shareholders, employees, agents and representatives of each of the foregoing, harmless against and from any and all liabilities, claims, suits, losses, damages, costs, fees and expenses (including reasonable attorneys' fees) brought against or incurred by Connections that arise from or relate to: (a) any violation by the School and/or its Users of the Agreement or these Terms and Conditions, (b) any downloading of the Content except as authorized in an Agreement or these Terms and Conditions, (c) any modification or editing made to any portion of the Content, (d) the use of any portion of the Content with products or services not supplied by Connections, (e) any breach of the School’s obligations or warranties under this Agreement, or (f) the negligence or intentional misconduct by the School, its employees or contractors, agents or the Users. Connections will defend, indemnify and hold the School, its officers, directors, employees and agents harmless from and against any and all liabilities, claims, suits, losses, damages, costs, fees and expenses (including reasonable attorneys' fees) brought against or incurred by the School that arise from or relate to: (x) a material breach by Connections of its obligations or warranties under the Agreement or the Terms and Conditions, or (y) the negligence or intentional misconduct of Connections or any of its employees, contractors and agents.
15. No Warranties
EXCEPT FOR ANY EXPRESS WARRANTIES GIVEN IN THIS AGREEMENT: (a) THE LMS AND CONTENT PROVIDED UNDER AN AGREEMENT ARE PROVIDED "AS IS" TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND (b) CONNECTIONS AND ITS LICENSORS, DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, TITLE, NONINFRINGEMENT, COURSE OF DEALING, OR COURSE OF TRADE. EXCEPT AS SPECIFICALLY PROVIDED IN AN AGREEMENT, NEITHER CONNECTIONS NOR ITS LICENSORS WARRANT THAT THE FUNCTIONS OR INFORMATION CONTAINED IN THE LMS AND CONTENT PROVIDED UNDER AN AGREEMENT WILL MEET ANY REQUIREMENTS OR NEEDS THAT USERS MAY HAVE, OR THAT THE LMS AND CONTENT PROVIDED UNDER AN AGREEMENT WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE LMS AND CONTENT WILL BE CORRECTED, OR THAT THE LMS AND CONTENT ARE COMPATIBLE WITH ANY PARTICULAR OPERATING SYSTEM. EXCEPT AS EXPRESSLY PROVIDED IN AN AGREEMENT OR THESE TERMS AND CONDITIONS, CONNECTIONS MAKES NO GUARANTEE OF ACCESS TO OR ACCURACY OF THE CONTENT ACCESSED THROUGH THE LMS. IN NO EVENT WILL CONNECTIONS BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ALTERNATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE LMS.
16. Limitation of Liability
FOR ANY BREACH OR DEFAULT BY CONNECTIONS OF ANY OF THE PROVISIONS OF AN AGREEMENT OR THESE TERMS AND CONDITIONS, OR WITH RESPECT TO ANY CLAIM ARISING THEREFROM OR RELATED THERETO, CONNECTIONS’ ENTIRE LIABILITY, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, WILL IN NO EVENT EXCEED THE LESSER OF: (a) THE AMOUNT PAID BY A SCHOOL FOR THE SPECIFIC COURSES THAT ARE THE SUBJECT OF THE CLAIM, OR (b) IN THE AGGREGATE WITH RESPECT TO ALL CLAIMS UNDER OR RELATED TO AN AGREEMENT OR THESE TERMS AND CONDITIONS, THE AMOUNT PAID BY A SCHOOL UNDER THE APPLICABLE AGREEMENT. IN NO EVENT WILL CONNECTIONS BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE, LOST BUSINESS REVENUE, LOSS OF PROFITS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS OR ANY CLAIM AGAINST SCHOOL OR THE USERS BY ANOTHER PERSON. CONNECTIONS WILL BE LIABLE TO SCHOOL AS EXPRESSLY PROVIDED IN AN AGREEMENT OR THESE TERMS AND CONDITIONS, BUT WILL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER IN CONTRACT, TORT OR OTHERWISE TO SCHOOL INCLUDING ANY LIABILITY FOR NEGLIGENCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ELSEWHERE, THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT WILL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION, BY A SCHOOL, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY AND WILL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF AN AGREEMENT OR THESE TERMS AND CONDITIONS OR OF ANY REMEDY CONTAINED THEREIN. THE USERS WILL NOT BE CONSIDERED A THIRD PARTY BENEFICIARY OF ANY OBLIGATION OF CONNECTIONS TO SCHOOL.
17. Release
The School releases and waives all claims against Connections, its Affiliates, agents or content providers, and the directors, trustees, officers, shareholders, employees, agents and representatives of each of the foregoing, from any and all claims, damages, liabilities, costs and expenses arising out of the School’s use of the LMS and Content. California residents waive any rights they may have under §1542 of the California Civil Code, which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” The School agrees to release unknown claims and waive all available rights under California Civil Code §1542 or under any other statute or common law principle of similar effect.
18. Dispute Resolution
Any controversies between Connections and the School arising out of or relating to an Agreement or these Terms and Conditions that cannot be resolved by internal discussions, will, upon demand of a party involved, be finally settled under the Commercial Rules of the American Arbitration Association (“Rules”), as then in effect, by a single arbitrator appointed in accordance with said Rules. The arbitrator will render a decision not later than sixty (60) days after the matter has been submitted, and such decision will be in writing and will be final and binding on the parties. The decision of the arbitrator may be entered as a final decree or judgment in any court of competent jurisdiction. The arbitration proceedings will be held in Baltimore, Maryland or via teleconference, if permitted. Each party will bear its own costs for the arbitration proceedings. Nothing in these Terms and Conditions will prevent Connections from applying for injunctive relief in any court of competent jurisdiction.
19. Promotion; Publicity
The School agrees that Connections may reference its business relationship with the School in its marketing or sales materials.
20. Miscellaneous
20.1 Assignment. These Terms and Conditions and any Agreement will be binding upon and inure to the benefit of the parties and their permitted assigns and successors in interest. Neither the School nor the Users may assign their rights or delegate their obligations hereunder (by operation of law or otherwise) without the prior written consent of Connections. These Terms and Conditions and any Agreement will be fully assignable by Connections.
20.2 Waiver. The failure of Connections to enforce its rights under these Terms and Conditions or an Agreement at any time for any period will not be construed as a waiver of such rights.
20.3 Force Majeure. Failure by Connections to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war or any similar event beyond its reasonable control will not be a breach of an Agreement or these Terms and Conditions.
20.4 Independent Contractor. Connections and the School are independent contractors with respect to one another, and nothing in these Terms and Conditions or an Agreement will be interpreted to create any agency, joint venture, employment or partnership relationship. The School shall have no authority to bind Connections to any contract.
20.5 Applicable Law/Venue. These Terms and Conditions and any Agreement will be governed by and construed under the laws of the State of Maryland, without regard to its conflicts of law provisions. Any legal actions prosecuted or instituted by any party under this Agreement shall be brought in a court of competent jurisdiction located in Maryland and the School hereby consents to the jurisdiction and venue of any such courts for such purposes.
20.6 Severability. In the event that any provision of an Agreement or these Terms and Conditions shall be determined to be illegal or unenforceable, that provision will be eliminated or limited to the extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
20.7 Entire Agreement; Amendment. These Terms and Conditions and related Agreements supersede all proposals, oral or written, all negotiations, conversations, or discussions between or among the parties relating to the subject matter of the applicable Agreement and these Terms and Conditions, and all past dealing or industry custom. No changes, modifications or waivers are to be made to these Terms and Conditions or an Agreement unless evidenced in writing and signed for and on behalf of Connections. In the event of a conflict between these Terms and Conditions and an Agreement, the Agreement will take precedence.
20.8 Survival. Sections 2, 3, 4, 7.5, 11.2, 12, 13, 14, 15, 16, 17 and 20.5 of these Terms and Conditions will survive any termination or expiration of an Agreement.