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TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED” OR USING THE SERVICE, YOU AGREE TO THESE TERMS OF SERVICE.

These Terms of Service constitute an agreement (this “Agreement”) by and between Micro Computer Systems, Inc., dba MicroK12.com, (“MicroK12”) and each school district or other entity (“Customer”) enrolling in MicroK12’s Standards Planner service available at www.standardsplanner.com and on related mobile applications (the “Service”). This Agreement is also by and between MicroK12 and each individual accessing or using the Service on behalf of or through a Customer, including without limitation teachers working for Customers (collectively, “Users”). As used below, “you” refers to an individual Customer or User. The Service is not available to anyone but Customers and Users.

1. Provision of the Service; Ownership of Materials & Software.


(a) Service Use. During the Term (as defined in Subsection 1(b) below), MicroK12 will provide the Service to Customer pursuant to MicroK12’s standard policies and procedures then in effect. If you are a User, you may access the Service to the extent authorized by Customer, subject to the provisions of this Agreement. Customer shall be solely responsible for determining which Users have access to the Service and for assigning administrator roles and authority levels with respect to Users’ access to the Service.

(b) Term. This Agreement continues for a period of one year following the effective date listed on the enrollment form for the Service, whether executed online by Customer or in paper by both parties (the “Enrollment Form”). Thereafter, this Agreement will automatically renew for additional one-year periods unless terminated in accordance with Section 7. (This Agreement refers to each initial and subsequent 1-year period referenced above as a “Term”).

(c) Reservation of Rights. MicroK12 retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant you any intellectual property rights in or to the Service or any of its components.

(d) Customer and User Restrictions. You agree not to (without limitation): (i) permit any third party to access or use the Service; (ii) sell, resell, transfer, assign, frame, mirror, or distribute the Service; (iii) introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests, or queries, or to strip, scrape, or mine data from the Service; (iv) copy or reverse engineer the software used to provide Service for any reason; or (v) or access the Service in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the Service, or copy any ideas, features, functions, or graphics of the Service.

(e) Removal of User Content and Service Data. MicroK12 has no obligation to retain User Content or Service Data (both as defined below) and may irretrievably delete User Content or Service Data at any time and for any reason, except as prohibited by applicable law. (“User Content” refers to course materials, lesson plans, ratings, comments, information, data and content entered into or through the Service by customers or users. “Service Data” refers to data generated as a result of your interaction with the Service, including without limitation your path through the service, bounce rate, login frequency and level of interaction with the Service and other customers and users.)

(f) Links to the Service. You may create a text hyperlink to the Service, provided such link does not portray MicroK12 or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking service does not contain any pornographic, illegal, offensive, harassing or otherwise objectionable material. MicroK12 grants you the right to implement any RSS feeds located on the Service for your non-commercial use solely in accordance with the Service license granted herein, provided MicroK12 may revoke such license generally, or your right to use specific links or RSS feeds, at any time, with or without cause.

(g) Privacy Policy. MicroK12 collects, uses, and discloses personally identifiable information of customer and users in accordance with its privacy policy, posted at www.standardsplanner.com/privacy, as such policy may change from time to time (the “Privacy Policy”). The Privacy Policy is incorporated into this Agreement reference.

2. Customer and User Access & Acceptable Use.


(a) Access to Service. You are responsible for obtaining and maintaining all equipment and services needed for your access to and use of the Service.

(b) Appropriate Use of the Service. You agree not to use the Service to: (i) transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, or invasive of another’s privacy or that constitutes hate speech or promotes violence, bigotry, or racial or religious intolerance, or that otherwise violates public standards of decency; (ii) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (iii) transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (v) bully, intimidate, or harass any Customer, User or other person or entity; (vi) interfere with or disrupt MicroK12 servers or networks connected to MicroK12, or disobey any requirements, procedures, policies, or regulations of networks connected to MicroK12; (vii) attempt to access any other MicroK12 systems that are not part of the Service; or (viii) violate any laws, third party rights, or any obligations under this Agreement.

(c) Passwords and Security. If you are the Customer: (i) you must create a user name and password for a master account (“Master Account”) when you register for the Service; (ii) you may in addition create individual User accounts (each a “Sub-Account”), up to the maximum number specified in the Enrollment Form; and (iii) you may modify or delete Sub-Accounts. (This Agreement refers to Master Accounts and Sub-Accounts collectively as “Accounts.”) Whether you are the Customer or User, you will not share your names or passwords with any third party, and you will maintian the confidentiality of all passwords for the Master Account and Sub-Accounts. If you are the Customer, you are resonsible and liable for all activity conducted through your Master Account and Sub-Accounts, including Users’ unauthorized actions. Without limiting the generality of the foregoing, MicroK12 will have no responsibility to remove or edit User Content posted without authorization by Customer’s Users, and no other responsibility or liability for User Content. If you are a User, you are responsible and liable for all activity conducted through your Sub-Account. You will immediately notify MicroK12 of any unauthorized use of your Master Account or Sub-Account(s), or any other breach of security related to the Service, of which you become aware. MicroK12 may change the password to the Master Account or any Sub-Account, without notice to you, if MicroK12 believes that it is no longer secure.

(d) Ownership and Sharing of User Content. This Agreement does not transfer to MicroK12 ownership of User Content. With respect to User Content you submit or make available for inclusion on the Service, you grant MicroK12 a worldwide, perpetual, irrevocable, royalty-free and non-exclusive license, as applicable, to use, distribute, reproduce, modify, adapt, publicly perform and publicly display and otherwise exploit User Content you submit or make available for inclusion on the Service, for the purposes of providing and promoting the Service and the features and services available on the Service. YOU ARE ON NOTICE THAT MICROK12 DOES NOT REVIEW USER CONTENT TO REMOVE PERSONALLY IDENTIFIABLE INFORMATION.

(e) Third Party Services. The Service may integrate third-party services (for example, Twitter or Facebook), allowing you to post information to websites outside the Service. You agree to inform yourself of the terms and conditions of each of these integrated third-party services prior to use, and abide by such terms and conditions if you utilize such integrated service.

(f) Links. The Service may provide, or third parties may provide, links to other Internet services or resources. Because MicroK12 has no control over such services and resources, you acknowledge and agree that MicroK12 is not responsible for the availability of such external services or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such services or resources.

(g) Customer and Users Solely Responsible for Evaluating Other Users and User Content. You recognize and agree that: (i) MicroK12 obtains published teaching standards from third party sources; (ii) User Content, including course materials, other teaching materials, and peer-to-peer ratings, is provided by customers or users and not by MicroK12; and (iii) MicroK12 has no control over the truth, accuracy, quality, legality, or effectiveness of User Content or any other content posted by customers or users to the Service. MicroK12 has no obligation to review or monitor the Service or any User Content for truth, accuracy, quality, legality, or effectiveness. MicroK12 also has no obligation to confirm or verify the qualifications, background, or abilities of any users of the Service. Except as described in the Privacy Policy, MicroK12 has no obligation to edit or remove User Content, including without limitation negative peer-to-peer ratings.

(h) Suspension for Breach of Acceptable Use Policy. If MicroK12 believes that you are in breach of this Section 2, it may remove or refuse to include your User Content, and/or suspend your access to the Service, until the issue is resolved to MicroK12’s satisfaction. MicroK12 may access, read, preserve, and disclose User Content, Service Data, or any other information you provide as it believes necessary: (i) to satisfy any applicable law, regulation, legal process or governmental request; (ii) to enforce this Agreement, including investigation of potential violations hereof; (iii) to detect, prevent, or otherwise address fraud, security or technical issues; (iv) to respond to user support requests; or (v) to protect the rights, property or safety of MicroK12, its customers and users, and the public.

3. Payment for the Service.


If you are the Customer, you will pay MicroK12 fees for the Service as set forth in the Enrollment Form. All charges are exclusive of taxes and similar charges. If MicroK12 is required to pay sales, use, value-added, or other taxes resulting from services rendered under this Agreement and attributable to Customer, then such taxes will be billed to and paid by Customer, excepting taxes based on MicroK12’s income. A late fee of one and one-half percent (1.5%) per month or the highest rate allowed under the law, whichever is lower, shall be assessed against overdue amounts.

4. Representations and Warranties.


(a) Your Identity. You represent and warrant: (i) that you have accurately identified yourself through your Account and will update your account as necessary to maintain accuracy; and (ii) that you are either a corporation or other business entity authorized to do business pursuant to applicable law, or an individual 18 years or older with legal capacity to enter this Agreement. (b) Right to Do Business. You represent and warrant that you have the full right and authority to enter into, execute, and perform your obligations under this Agreement and that no pending or threatened claim or litigation known to you would have a material adverse impact on your ability to perform as required by this Agreement. (c) Rights to User Content. You represent and warrant that you own or have the right to use and submit to the Service all User Content you submit, now and in the future. (d) Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION 4, THE SERVICE ARE PROVIDED “AS IS” AND AS AVAILABLE. MICROK12 MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. (e) Further Limitations. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (i) MICROK12 HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; AND (ii) MICROK12 MAKES NO REPRESENTATION OR WARRANTY THAT (A) USER CONTENT OR ANY OTHER INFORMATION SUBMITTED BY CUSTOMERS OR USERS IS TRUE, ACCURATE, EFFECTIVE, OR MEETS ANY PUBLISHED TEACHING STANDARD, (B) THE USE OF THE SERVICEWILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (C) THE SERVICEWILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (D) ANY USER CONTENT OR OTHER ASPECT OF THE SERVICE WILL BE ACCURATE, RELIABLE, ARCHIVED OR ACCESSIBLE; (E) THE QUALITY OF ANY SERVICES, PRODUCTS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (F) ERRORS OR DEFECTS WILL BE CORRECTED; OR (G) THE SERVICE AND THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

5. Limitation of Liability.


(a) IN NO EVENT WILL MICROK12’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THE INCIDENT GIVING RISE TO THE CLAIM.

(b) IN NO EVENT WILL MICROK12 BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

(c) THE LIABILITIES LIMITED BY THIS SECTION 5 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF MICROK12 IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IFYOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. (d) If applicable law limits the application of the provisions of this Section 5, MicroK12’s liability will be limited to the maximum extent permissible.

6. Customer and User Indemnity.


You agree to indemnify, defend, and hold harmless MicroK12 and its subsidiaries, affiliates, officers, agents, representatives, employees, and partners against any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of, related to, or alleging: (a) your submission, posting, transmission, or other use through the Service of any User Content or other materials of any kind; (b) your use of the Service; (c) your violation of this Agreement; or (d) your violation of any rights of another person or entity.

7. Termination.


(a) By MicroK12. If you breach this Agreement, MicroK12 may: (i) immediately and without notice suspend the Service; and (ii) terminate this Agreement on 30 days’ notice, provided that if you remedy such breach during the notice period, this Agreement will not terminate. Upon such suspension or termination, you must immediately stop using the Service. If you are a Customer, have prepaid fees and MicroK12 terminates this Agreement for any reason other than your uncured breach, MicroK12 will refund to you any fees you have prepaid for the period after the termination date.

(b) By You. You may cancel your account or any part of the Service at any time; provided that MicroK12 is not required to refund any pre-paid fees upon such termination or cancellation.

(c) Effects of Termination. Termination of this Agreement will not relieve you of your obligations to pay charges, fees, commitments, and obligations incurred or accrued before termination. Upon termination of this Agreement for any reason, MicroK12 may: (i) delete any of your User Content, listings, messages or other information in connection with your Account(s); (ii) prohibit your access to your Account(s), including without limitation by deactivating your password; and/or (iii) refuse your future access to the Service. The Privacy Policy and the following sections of this Agreement will survive and remain in effect even if the Agreement is terminated, canceled or rescinded: 1(c) - 1(f) (Ownership and Use Rights); 4(d) (Disclaimer of Warranties); 4(e) (Further Limitations); 5 (Limitation Of Liability); 6 (Customer Indemnity), and 8 (Miscellaneous).

8. Miscellaneous.


(a) Notices. MicroK12 may send notices to the email address listed in your Account. You are responsible at all times for updating your Account to provide to MicroK12 your most current e-mail address. If the last e-mail address that you provided to MicroK12 is not valid, or for any reason is not capable of delivering to you the notice described above, MicroK12’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. You may send notices pursuant to this Agreement to support@standardsplanner.com.

(b) Amendment. MicroK12 may amend this Agreement from time to time by posting an amended version at its website and sending you written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”). However, if you are a Customer and give MicroK12 written notice of rejection of the amendment prior to the Proposed Amendment Date, this Agreement will continue under its original provisions and the amendment will become effective at the start of the next Term. If you are a User and object to any such changes, your sole recourse shall be to discontinue use of the Service. Continued use of the Service following the Proposed Amendment Date shall constitute your acceptance of such changes. Notwithstanding the foregoing, MicroK12 may amend the Privacy Policy at any time as set forth therein.

(c) Service Changes. MicroK12 may modify, suspend, or discontinue the Service at any time. MicroK12 will notify you via the Service of any significant updates thereto. MicroK12 will have no liability for such modification, suspension, or discontinuation, except that if you are the Customer and MicroK12 discontinues the Service, it will refund to you any subscription fees you have prepaid for the period after discontinuation.

(d) Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other and neither may bind the other in any way.

(e) No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.

(f) Assignment & Successors. You may not assign this Agreement or any of your rights or obligations hereunder without MicroK12’s express written consent. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

(g) Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Washington, without reference to any principle of conflict of laws that would apply the substantive laws of another jurisdiction to the rights and duties of the parties. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Snohomish County, Washington. In the event of any action, suit or proceeding related to this Agreement, the prevailing party, in addition to its rights and remedies otherwise available, shall be entitled to receive reimbursement of reasonable attorney’s fees and expenses and court costs.

(h) Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

(i) Certain Notices. Pursuant to 47 U.S.C. Section 230(d), MicroK12 hereby notifies you that parental control protections (such as computer hardware, software, or filtering service) are commercially available that may assist in limiting access to material that is harmful to minors. Information regarding MicroK12’s use of such protections may be found on the Internet by searching “parental control protection” or similar terms.

(j) Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.