1. Definitions and Interpretation

1.1. The definitions and rules of interpretation in this condition apply in this license, unless the context requires otherwise.

1.2. Words importing one gender shall be treated as importing any gender; words importing individuals shall be treated as importing bodies corporate, corporations, unincorporated associations and partnerships and vice-versa; words importing the singular shall be treated as importing the plural and vice-versa; and words importing whole shall be treated as including a reference to any part thereof.

2. Your Obligations to Us

2.1. You confirm that You will:
2.1.1. ensure that You complete the Purchase Order accurately;
2.1.2. ensure that the person signing the Purchase Order is authorized by the school/district administration or other appropriate body to enter into this license on Your behalf;
2.1.3. keep an accurate and up-to-date record throughout the term of:
2.1.3.1. the Users that You authorize to use the System;
2.1.3.2. Registered Users and the access made by them of the System;
2.1.4. expressly prohibit Registered Users from sharing their login credentials;
2.1.5. require Registered Users to select a secure password which they change when reasonably requested by Us or by You, and which they keep secure and confidential;
2.1.6. keep Your school’s Welcome/Onboarding Pack information secure from unauthorized access;
2.1.7. use all reasonable endeavors to prevent any unauthorized access to or use of the System and, in the event of any unauthorized access or use, promptly notify Us;
2.1.8. supervise and control the use of the System to ensure it is used in accordance with the license;
2.1.9. obey all local laws, regulations and rules that apply to Website activities when You use the Website;
2.1.10. comply with Section 3 (Acceptable Use) and Section 4 (User Generated Content), relating to Your use of the Websites and comply with any other restrictions set out elsewhere in the Terms;
2.1.11. compensate Us where We pay damages or incur any other loss or expenses (including any legal Fees in relation to such claims or damages) following any claim made by a third party in respect of any manner in relation to or arising from Your use of the Website including any breach of these Terms or Your violation of any law or the rights of a third party;
2.1.12. be responsible for all costs allowable by the courts, if We take legal action against You for non-payment or any other breach of these Terms and a court makes an award in Our favor.
2.2. You shall not:
2.2.1. whether by attempt or execution, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the System in any form or media or by any means, except to the extent expressly permitted by this license or which must be allowed by law;
2.2.2. whether by attempt or execution, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the System, except to the extent which must be allowed by law;
2.2.3. access all or any part of the System in order to build a product or Service which competes with the System;
2.2.4. use the System for the benefit of any third party, including any subsidiary or holding company or contractor of Yours, any school district, or any other schools, colleges or other educational establishment, whether federated or otherwise associated with You in any way;
2.2.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit or otherwise make the System available to any third party except Your Users;
2.2.6. misuse the System including the Website by uploading any files that contain a virus, Trojan, worm, spyware, time bombs, corrupted data or other computer programs that may damage, interfere with or disrupt the Website;
2.2.7. whether by attempt or execution, gain unauthorized access to the System, the server on which the System is stored or any server, computer or database connected to the System Website;
2.2.8. attack the System via a denial-of-service attack or a distributed denial-of-service attack;
2.2.9. promote, encourage or take part in any activity involving hacking, cracking, phishing, taking advantage of exploits or cheats;
2.2.10. improperly use of the System Website customer support or make false or spurious reports to Us;
2.2.11. establish a link to the System from any Website that is not owned by You;
2.2.12. frame the System on any site not owned by You, nor publicly available, publicly visible or publicly accessible;
2.2.13. establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists;
2.2.14. partake in any behavior that We deem inappropriate and disruptive, or against the tone and nature of the Website (where User Generated Content or an online community exists).
2.3. By breaching Conditions 2.2.6–2.2.9, You may be committing civil and criminal offenses under copyright, unfair competition, trade secret, and contract laws, the Computer Fraud and Abuse Act 18 U.S.C. § 1030, and the like. . We may act on any such breach as necessary including reporting to the relevant law enforcement authorities and We will cooperate with those authorities by disclosing Your identity to them and the identity of Your Users. In the event of such breaches, Your right to use the System will cease immediately.
2.4. We reserve the right to access, monitor and/or record any online activity within the Website and Your Account and You give Us Your express consent to access and record Your activities.

3. Acceptable Use Policy

3.1. Use of the Website may require You to create an account. If You don’t already have an account and such an account is required, You will need to set one up before using the System. Your access to the Website and any services will require You to comply with the requirements set out in these Terms together with any Terms You may have signed up to in relation to Your Account.
3.2. If any information You provide in connection with Your Account is untrue, inaccurate, out of date or incomplete then We reserve the right to refuse Your current and future use of the Website or Services and in such event the license granted to You under these Terms will be suspended and/or terminated.
3.3. In the event that your login credentials for Your Account are misappropriated or used by an unauthorized third party without your knowledge or consent, and without any fault or negligence on your part, you shall not be liable for any resulting activity or harm. You agree to notify Us immediately if You become aware of any unauthorized use of Your Account.
3.4. You may link to the Website home page, the account sign-in page or a Learning activity URL, provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it.

4. User Generated Content (‘UGC’) At its sole discretion We can turn on or off functionality for UGC to be created.

4.1. Whenever You make use of a feature that allows the ability to create Content and/or upload Content, including text, audio, images, digital files or commentary, You confirm Your compliance with the standards set out in the Acceptable Use Policy.
4.2. You acknowledge that You are responsible for whatever material You submit, and You, not Us, have full responsibility for the UGC, including its legality, reliability, appropriateness, originality and copyright. You agree that We shall not under any circumstances be liable for any UGC. You agree to indemnify, defend, and hold harmless Us from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with your use of the Website, UGC, or your violation of these terms or any applicable law.
4.3. You hereby assign to Learning 2020, Inc. dba Penda Learning and Vernier Science Education respectively, absolutely all of Your right, title and interest in any UGC.
4.4. Learning 2020, Inc. dba Penda Learning may remix, tweak and build upon all UGC for any purpose without limitation.
4.5. We, or third parties engaged by Us, may monitor and/or moderate UGC but We do not guarantee the accuracy, quality or integrity of any UGC posted via the Website.
4.6. We reserve the right to remove and permanently delete any UGC from the Website with or without notice.

5. Artificial Intelligence (AI)

5.1 We utilize artificial intelligence applications for a variety of functions in its platform and websites. We at our sole discretion will determine where the use of AI is applicable and appropriate. You consent to the use of the AI in adherence with our AI policy as published on our website at www.pendalearning.com

6. Term Period

6.1 These Terms apply to Your use of the System at all times and shall also govern Your use of the Website from the Start Date and shall continue until You no longer use or cancel Your subscription or We terminate this license.

7. Charges and Payment Terms

7.1. On receipt of the signed Purchase Order, We will issue You an invoice for the Fees payable in respect of Your payment terms.
7.2. You will pay any charges to Us within 45 (forty-five) days from receipt of a sales invoice from Us with the exception of invoices in respect of Renewal Periods which shall be paid by the start of the Renewal Period to which they relate.
7.3. All charges stated in or in relation to the Terms are stated exclusive of State Sales Tax, unless the context requires otherwise.
7.4. Charges are payable in United States Dollar (USD) and may be paid by bank transfer or check. Credit card payments are acceptable but are subject to a processing charge of 2.9% (balance due x 2.9%).
7.5. If You do not pay any amount properly due to Us under or in connection with these Terms or the License, We may:
7.5.1. charge You interest on the overdue amount at the rate of 4% per year above the base rate of Wells Fargo from time to time (which interest will accrue daily and be compounded quarterly); or
7.5.2. claim interest and statutory compensation from You; or
7.5.3. terminate the license and Your use of the Website and any goods or Services provided by Us.
7.6. If You have chosen a Contract Period or Renewal Period of ten to twenty-four months on an annual payment basis, twenty-eight (28) days prior to the expiry of each year of the Contract Period and of each Renewal Period thereafter, We will invoice You for the Fees in respect of the following year.

8. Early Termination

8.1. Renewal Cancellation
8.1.1. If You have chosen a Contract Period or Renewal Period of ten to twenty-four months on an annual payment basis, You may end the Agreement at the end of the Contract Period or Renewal Period by giving notice to Us at any time up to 14 days following the beginning of any further Renewal Period provided that You have not, in respect of such further Renewal Period, paid the Fees and have not received or used the Services.
8.2. Cancellation
8.2.1. If at any time during the Contract Period or Renewal Period, You wish to stop receiving the Service, You may end the Agreement by not less than one month’s notice to Us in writing.
8.2.2. If You end the Agreement in this way, no refund of Fees which You have paid will be payable by Us and You shall pay to Us forthwith:
8.2.2.1. any Fees which are due or outstanding at the time the Agreement is ended; and
8.2.2.2. a sum equal to the balance of the Fees that would have become due during the remainder of the Contract Period or Renewal Period less a discount of 10 (ten) per cent.
8.3. Bulk Purchase Agreement
8.3.1. Where You are a School, if at any time during the Contract Period or Renewal Period Your school district, school, or other educational body enters into a separate agreement with Us for the provision of the Service to You and perhaps a number of other Schools, then We will notify You and You may end the original Agreement.
8.3.2. If You end the original Agreement in this way, We shall credit You an amount equal to the same proportion of the total Fees which You have paid under the Agreement at the date the Agreement ends as the relevant period (defined below) bears to the Contract Period or Renewal Period.
8.3.3. If You do not wish to end the original Agreement You should notify Us in writing within not less than one calendar month and You should not accept any rebate in respect of the original Agreement.
8.4. Discontinuance
8.4.1. If for any reason We discontinue provision of the Service, We may end the Agreement by not less than one month’s notice to You in writing.
8.4.2. If We end the Agreement in this way, We shall credit You with an amount equal to the same proportion of the total Fees which You have paid under the Agreement at the date the Agreement ends as the relevant period (defined below) bears to the Contract Period or Renewal Period.
8.4.3. For the purpose of Discontinuance, the relevant period shall be:
8.4.3.1. in the case of a ten month to a twenty-four month contract with single payment – the period between the date the Agreement ends and the end of the Contract Period rounded down to the nearest number of full months; or
8.4.3.2. in the case of a ten month to a twenty-four month contract with annual payment and/or any Renewal Period in respect of the same – the period between the date the Agreement ends and the end of the current year in respect of which payment has been made rounded down to the nearest number of full months.
8.4.4. Subject to this, We shall have no further liability to You or any School or Leaner as a result of such discontinuance.

9. Standard Subscription Contract Terms

9.1. Terms
9.1.1. Following Our acceptance of the Purchase Order and agreement with You of any special Terms, We will supply Our products and Services to You under a license to use them (the ‘License’) in accordance with these Terms.
9.1.2. The License provided to You allows the assigned Learners, teachers and school/district administrators selected by You the right to use the System in any place and on any device where internet connectivity is available.
9.1.3. We shall set up and make the System available to You on and subject to the Terms of the license during the academic year.
9.1.4. We shall use commercially reasonable endeavors to make the System available 24 (twenty-four) hours a day, 7 (seven) days a week, except for:
9.1.5. planned maintenance carried out during the maintenance window of 22:00pm Saturday to 4:00 Sunday ET time during the academic year;
9.1.6. unscheduled maintenance performed outside normal business hours, provided that We use reasonable endeavors to give You at least 8 (eight) normal business hours’ notice in advance.
9.1.7. From time to time We may apply enhancements, upgrades and hot fixes at no additional cost to You unless otherwise agreed which may result in changes to the appearance and/or functionality of the System.

9.2. Services
9.2.1. Provisions of The Service
9.2.1.1. The Service is accessible using a standard Internet browser, however We recommend using the latest version of Google Chrome. Latest versions of Microsoft Internet Explorer, Microsoft Edge, Mozilla Firefox and Safari may also be used. We do not recommend using any version of a browser that is described as a Beta version - this means it has not been fully tested and will almost certainly include software errors. To make full use of the reporting features on the Website, You will need to allow Adobe Flash within browser settings. Details of how to set up the Service are contained in the Welcome/Onboarding Pack. You shall ensure that https://dashboard.penda.vernierconnections.com/ and https://world.penda.vernierconnections.com/ are white-listed and that these web addresses are not included on Your list of banned/blocked Websites.

9.2.1.2. You shall ensure that the technical check as detailed in the Welcome/Onboarding Pack is carried out by a suitably experienced and qualified individual. If You experience difficulty in setting up or accessing the Service, please contact Customer Support immediately.
9.2.1.3. You must comply with all procedures and policies which We may issue from time to time in relation to the use or operation of the Service, including those set out in the Welcome/Onboarding Pack.
9.2.2. Setting Up Learner Accounts
9.2.2.1. In order for Learners to be able to access and use the Service, We require Learner Data as set out in the Welcome/Onboarding Pack. We provide 3 options for Learner Data to be transmitted to Penda Learning, as described in full detail in Penda Learning’s Data Sharing Agreement.
9.2.2.2. You are responsible for the accuracy of Learner Data and updating Learner accounts. You shall ensure that the Learner Data is up to date and accurate and are responsible for promptly updating any inaccurate or out of date information.
9.2.2.3. We will use reasonable endeavors to set up Learner accounts within 2 business days after Learner Data is received.
9.2.3. School IDs, Username and Passwords
9.2.3.1. Each school/School will be assigned a unique ID number (‘School ID’) that all Learners, teachers and school/district admin will need in order to access the Service. You will procure that the School ID is well publicized throughout the School(s).
9.2.3.2. You will be required to set up teacher account(s). Details of how to set up these accounts are contained in the Welcome/Onboarding Pack. You will need to allocate a different username and password for each and every account. You are responsible for ensuring that any such usernames and passwords remain confidential and secure and are fully responsible for all activities which occur under such usernames and passwords.
9.2.3.3. Learners will be provided with a unique User ID which will allow them to access their Learner account. You are responsible for ensuring that all Learners are aware of the School ID and their User ID and know how to use these to access the Site.
9.3. Support
9.3.1. We will provide You with standard support at no additional cost to You. Our support staff will endeavor to answer by telephone any queries which You have regarding the use of the System. For telephone support please call 1-888-919-0404 1-888-837-6437 during normal business school hours . Outside normal business school hours, You may use Our online resources at www.vernier.com/support, 24/7 HELP SCHOOL, SUBMIT AN ONLINE REQUEST or send an email to [email protected]

Intellectual Property Rights

10.1. You acknowledge that all intellectual property rights including, without limitation, all copyright, database rights, rights in designs and inventions, trade marks (whether registered or unregistered) and all Content appearing within the Website throughout the world belong to Us, Our licensees or affiliates, that rights in the Website are licensed to You and You do not acquire any rights in the Website other than the right to use the Website under the Terms of this license. By Content, We mean the software, video, audio, music, text, characters, communications, images, sounds and all material and information included within the Website and any related Services.
10.2. Any use by You of any of Our intellectual property other than as permitted under these Terms may only be undertaken with Our prior express written authorization. Nothing contained within these Terms shall be construed as conferring any right, whether by implication, estoppel or otherwise, to use any intellectual property in the Website other than as expressly permitted in these Terms.

11. Suspension and Termination

11.1. We may suspend, restrict or terminate Your access to the Website, and consequently suspend or terminate the license granted to You under these Terms, if:
11.1.1. You fail to pay any Fee for a period of 14 (fourteen) days from the date such Fee is due;
11.1.2. You breach any of the restrictions or provisions in these Terms;
11.1.3. You commit a material or persistent breach of the license which You fail to remedy (if remediable) within 30 (thirty) days after the Service of written notice requiring You to do so;
11.1.4. We commit a material or persistent breach of the license which We fail to remedy (if remediable) within 30 (thirty) days after the Service of written notice requiring Us to do so;
11.1.5. for reasons of system failure, maintenance or repair or due to events beyond Our reasonable control;
11.1.6. We decide to withdraw the Website and related Services from the market for any reason in Our sole discretion;
11.1.7. the School is permanently closed or is merged with another School; or
11.1.8. We suffer an insolvency event, meaning that We become insolvent or unable to pay Our debts, enter into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), pass a resolution for Our winding-up, have a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of Our assets, make any composition or arrangement with Our creditors or take or suffer any similar action in consequence of Our debt.
11.2. Should We wish to terminate this license We will notify You in writing by email or within the Website. Upon termination, the rights and the license granted herein will terminate. We will disable Your administrator accounts, teacher accounts and all Learner accounts, and You must cease all use of the Website and related Services.

12. Our Legal Obligations and Limits on Liability

12.1.While the purpose of the System is to educationally assist Learners and teachers with supplemental curriculum support, Response To Intervention, classroom differentiation and high-stakes assessment preparation, We do not guarantee that a Level 3 - 5 (or equivalent) will be achieved on state tests.

12.2. We warrant to You that: (a) We will comply with all applicable laws, rules and regulations, and (b) the Website, goods and Services, when properly installed and used, will perform substantially in accordance with the software’s documentation or as represented in writing by Us. The Website, goods and Services may include open source software components and use of such components may be subject to additional terms and conditions, including warranties. This limited warranty is void if the failure of the Website, goods and Services, and software results from (a) use of the Website, goods and Services in connection with software or hardware not compatible with the Website, goods and Services or not meeting the technical specifications provided by Us; (b) improper or inadequate maintenance; (c) accident, abuse, misapplication, or use by You of the Website, goods and Services other than as described in the documentation provided by Us or (d) inadequate internet connectivity bandwidth. This limited warranty is void if the Website, goods and Services, or software is altered or modified in any way by anyone other than Us. You are responsible for the results obtained and decisions made from its use of the Website, goods and Services and software. We assume no responsibility for the operating environment or for Your security programs in which the Website, goods and Services function. We will, at our sole option, either replace or, with our best efforts, correct the Website, goods and Services, which fail to perform substantially in accordance with the documentation for the Website, goods and Services or as represented in writing by Us upon written notice of such failure. If We are unable to correct the error after using commercially reasonable efforts, We will, at our sole option, either replace the Website, goods and Services with a functionally equivalent software program or refund the unused subscription fees paid on a pro-rated basis and terminate this Agreement.

12.3. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 12.2, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, GOODS AND SERVICES ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF THE EFFICACY OF THE WEBSITE, GOODS AND SERVICES AS AN EDUCATIONAL INTERVENTION TOOL OR SUPPLEMENTAL CURRICULUM SUPPORT, INCLUDING ANY ERRORS, OMISSIONS, OR UNSATISFACTORY EXAMINATION RESULTS, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, QUALITY, PRODUCTIVENESS OR CAPACITY, OR THAT THE OPERATION OF THE SOFTWARE INCLUDED WITHIN THE WEBSITE, GOODS AND SERVICES WILL BE ERROR FREE. EXCEPT AS PROVIDED HEREIN, THE ENTIRE RISK AND LIABILITY ARISING OUT OF THE USE OF THE WEBSITE, GOODS AND SERVICES REMAINS WITH YOU, INCLUDING, BUT NOT LIMITED TO, WHEN YOUR PRACTICES ARE INCONSISTENT WITH THE STANDARDS FOR EDUCATIONAL AND PSYCHOLOGICAL TESTING (1999) BY THE AMERICAN EDUCATIONAL RESEARCH ASSOCIATION. WITHOUT LIMITING THE FOREGOING, THERE IS NO WARRANTY FOR PERFORMANCE ISSUES (a) CAUSED BY FACTORS OUTSIDE OF OUR REASONABLE CONTROL; OR (b) THAT RESULTED FROM ANY ACTION OR INACTION OF YOU OR YOUR THIRD PARTIES; OR (c) RESULTING FROM SCHEDULED MAINTENANCE PERIODS.

12.4. WE DO NOT AND CANNOT CONTROL THE PERFORMANCE OF SERVICES BASED ON THE FLOW OF DATA TO OR FROM OUR NETWORK AND OTHER PORTIONS OF THE INTERNET, WHICH. DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO REMEDY AND AVOID SUCH EVENTS, WE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, WE DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

12.5. THE REMEDIES PROVIDED UNDER THE LIMITED WARRANTY ARE YOUR SOLE AND EXCLUSIVE REMEDIES. EXCEPT TO THE EXTENT THE FOLLOWING LIABILITY LIMITATION IS PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR DEVELOPERS, OR OUR SUPPLIERS BE LIABLE FOR ANY DAMAGES OR EXPENSES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST OPPORTUNITY, LOST SAVINGS, LOSS OF GOODWILL, LOST BUSINESS, LOSS OF ANTICIPATED BENEFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF OR DAMAGE TO DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR PECUNIARY LOSS, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE, GOODS AND SERVICCES, OR ANY CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OUR, OUR DEVELOPERS, AND OUR SUPPLIERS ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE RIGHT TO USE THE WEBSITE, GOODS AND SERVICES IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

12.6. Nothing in the Agreement shall affect Learners’ legal rights as a consumer.

13. Events Outside Our Control

13.1. Notwithstanding anything contained in the Agreement We shall not be liable for failure or delay in performing any of Our obligations under the Agreement because of any cause beyond Our reasonable control including but not limited to:
13.1.1. decision of any court or other judicial body of competent jurisdiction;
13.1.2. unavailability of equipment, power or other commodity;
13.1.3. failure or non-availability of Internet or telecommunications facilities;
13.1.4. computer hardware or software;
13.1.5. acts of God, war, riot, terrorist attack, civil commotion, malicious damage, fires, floods or storm;
13.1.6. strikes or other industrial disputes whether involving Our workforce or that of any other party; and
13.1.7. acts of government or other prevailing authorities.

14. Entire Agreement

14.1. The Terms, together with Our Privacy Policy and Purchase Order, constitute the entire agreement between You and Us in relation to Your use of the Website and supersedes any previous arrangement, understanding or agreement between us, relating to the licensing of the System.

15. Severance

15.1. If any of the Terms are or become illegal, invalid or unenforceable in any jurisdiction, that shall not affect:
15.1.1 the legality, validity or enforceability in that jurisdiction of any other term or condition, which shall continue to have full force and effect; or
15.1.2 the legality, validity or enforceability in other jurisdictions of that or any other term or condition, which shall continue to have full force and effect.

16. Rights of Third Parties

16.1. A person who is not a party to the Terms may not enforce any of them.

17. Waiver

17.1. No waiver of any of the Terms shall be valid unless provided in writing by Us.

18. Data Protection, Security and Privacy

18.1. Our Privacy Policy and FERPA documentation set out how We collect and use Your personal data and other information regarding Your privacy. We have in place appropriate technical and organizational security measures to protect data against unauthorized or unlawful processing and accidental loss, destruction or damage.
18.2. We will cooperate with any law enforcement authorities or court order requesting or directing Us to disclose the identity of or locate anyone breaching any provision of these Terms due to behavior that may be deemed a criminal offense or otherwise for the prevention or detection of crime or the apprehension or prosecution of offenders. There may be other circumstances in which We may be required by law to disclose information about You or Your use of the Website.
18.3. Services to US schools fully comply with the Data Protection Act. If You have any queries about how We use Your personal data please contact [email protected]

19. How to Contact Us For Support or to Report Complaints, Faults or Abuse

19.1. If You require customer support or would like to report a complaint, a fault or abusive behavior or if You have any other questions or comments in relation to the Website and related Services then You may contact Us at [email protected] or in writing to Learning 2020, Inc., P.O. Box 7505, Loveland, CO. 80537.

20. Governing Law and Jurisdiction

20.1. This Agreement shall be considered and controlled by the law of the State of Florida, without giving effect to the principles of conflict of laws. If You wish to take court proceedings against Us You must do so within the courts located in Martin County, Florida.