Digital License Agreement

Your acquisition of a license of Digital Media from Infobase Learning constitutes your acknowledgement and agreement to all of the terms and conditions contained below (“Terms of Use”). Infobase Learning is the “Licensor” and you, the purchaser/user, are the “Licensee”.

You hereby agree to the following Terms of Use:

Key Definitions

Web Platform: A cloud-based content hosting and digital media delivery, management platform operated by Licensor that is accessed by Authorized Users.

Authorized Users: Current educators, administrators, students, or staff of Licensee (whether on a permanent, temporary, contract or visiting basis) and individuals who are enrolled at Licensee’s school(s) or campus(es) hereto (the community), who are permitted to access from within the Licensee’s premises or from such other places where Authorized Users work or study (including but not limited to Authorized Users’ offices and homes) and who have been issued a password or other authentication by Licensee. Educators, administrators, students, or staff members of Licensee not affiliated with Licensee who are physically present at Licensee's site(s) (“walk-ins”) are permitted access while physically present.

Commercial Use: Use for the purposes of monetary reward (whether by or for Licensee or Authorized User) by means of admission charge or fee for viewing, sale, loan, transfer, or other form of exploitation of the Video Titles.

Subscription Term: The period during which Licensee and Authorized Users may access the web platform.

Digital Media: A complete individual video or audio program, which may be available in whole or in part on the web platform or acquired separately in digital or hard copy format. All other digitized media resources such as teacher guides, transcripts, closed caption files, student activities and worksheets, music tracks, audio and video speeches, images and audio books or other digital media Licensor may add to the web platform.

Submissions: All information, data, text, software, music, sound, photographs, graphics, video, messages, content or other, whether publicly posted or privately transmitted by any authorized users of the web platform.

Free Trial Grant of License

In the event you have chosen to evaluate the Web Platform for a thirty (30) day free trial, Licensor grants to you a limited, non-exclusive, non-transferable, revocable license to stream or view the Digital Media via the Web Platform for a maximum period of thirty (30) days in accordance with this Agreement. Notwithstanding the foregoing, this limited license may be cancelled by Licensor at any time, in its sole discretion, with or without notice.

Communications from Infobase Learning and its Subsidiaries

Infobase Learning will periodically contact Subscriber for customer service purposes, including Product information (such as Product updates and Content updates), as well as to ascertain Subscriber satisfaction and preferences via surveys and questionnaires. By accessing the Product and the Content, Subscriber consents to receive such communications.

Copyright

Licensee has no ownership of the Licensed Materials. Licensee may not copy, transmit, modify, distribute, sell, or create derivative works from the Licensed Materials except as expressly permitted under applicable law or as described herein.

Your Actions as a Subscriber

You acknowledge and understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, content or other submissions ("Submission"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Materials originated.

You agree not to use the Web Platform to:

  • upload, post, email or otherwise transmit any Submission that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful whether sexually, racially or ethnically, or otherwise objectionable
  • harm minors in any way
  • impersonate any person or entity, including, but not limited to, any law enforcement officer, or any Infobase Learning official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity
  • forge headers or otherwise manipulate identifiers in order to disguise the origin of any Submission transmitted through the Web Platform
  • upload, post, email or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of an employment relationship or under any nondisclosure agreement)
  • upload, post, email or otherwise transmit any Submission that infringes, contributes to the infringement of, or induces others to infringe, any patent, trademark, trade secret, copyright or other proprietary rights of any party
  • upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation
  • upload, post, email or otherwise transmit anything that contains 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 or in any other way cause damage to a user's data against the will of the user
  • disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Web Platform are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges
  • interfere with or disrupt the Web Platform or servers or networks connected to the Web Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Web Platform
  • intentionally or unintentionally violate any applicable local, state, national or international law, any rules of any national or other securities exchange, and any regulations having the force of law
  • "stalk" or otherwise harass another
  • collect or store personal data about other users

You acknowledge that Infobase Learning and anyone it designates shall have the right, but not the obligation, in their sole discretion to move or refuse to move any Submission that is available via the Web Platform. Without limiting the foregoing, Infobase Learning and anyone it designates shall have the right to remove any Submission that violates these terms of use or are otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Submission, including any reliance on the accuracy, completeness, or usefulness of such Submission. In this regard, you acknowledge that you may not rely on any Content (i) created by Infobase Learning or on this Web Platform, or (ii) submitted to Infobase Learning or this Web Platform, including without limitation information in any Infobase Learning bulletin boards and in all other parts of the Web Platform.

You acknowledge and agree that Infobase Learning may preserve any Submission and may also disclose any Submission if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these terms of service; (iii) respond to claims that any Content violate the rights of third-parties; or (iv) protect the rights, property, or personal safety of Infobase Learning and this Web Platform, its users and the public.

You understand that the technical processing and transmission of the Web Platform, including your Submission, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of various networks or devices to which the Web Platform is connected. This Web Platform contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the Infobase Learning site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real-time basis and is proprietary or is licensed to Infobase Learning or its vendors or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content from this Web Platform without the prior expressed written permission of Infobase Learning, Infobase's vendor, or the appropriate third party.

You acknowledge that by making a submission to Infobase Learning via the Web Platform, you have the authority and hereby grant to Infobase Learning a perpetual license to use, modify, and amend the subject matter presented in your submission. The license that you grant to Infobase Learning gives Infobase Learning the right to use, modify, and amend any and all of the submissions copyrighted subject matter in any way that Infobase Learning deems appropriate or necessary. Included in the rights that you have licensed to Infobase Learning is the right for Infobase Learning to create derivative works that use any and all of the subject matter presented in your submission. A non-limiting example of a derivative work that Infobase Learning may create and own as a result of your license grant is a webpage publishing the original or amended subject matter from your submission. Also included in the licensing rights that you grant to Infobase Learning is the right for Infobase Learning to re-publish the subject matter from your submission in any medium, form, or style that Infobase Learning deems appropriate or necessary.

Use of the Material

Infobase Learning reserves the right, in its sole discretion, to limit any Subscribers use of the Web Platform in the event that Infobase Learning, in its sole discretion, deems such Subscriber's use of the Web Platform to be inconsistent with noncommercial, educational purposes and/or inconsistent with the Terms of Use.

The Web Platform and the images, audio files and video files on the Web Platform ("Material") are owned or licensed by Infobase Learning and are protected by United States and international copyright, trademark and other intellectual-property laws. Subscriber does not gain any type of ownership interest in the Web Platform or the Material by using the Web Platform or the Material.

Subscriber may download, solely in connection with noncommercial educational use, copies of the Material designated on the Web Platform as "Downloadable". Copies of downloaded Material must be deleted or erased after use, termination of this Agreement, or termination of Subscribers registration- whichever occurs first. Any and all downloading shall be for individual Subscriber convenience only, and Subscribers may not (i) systematically download any of the Material; (ii) create distribution libraries from the Material; or (iii) sell, rent, display, exhibit or otherwise transfer any of the Material to any third party outside of the Subscriber’s classroom.

Subscriber may edit, solely in connection with noncommercial educational use, Material designated on the Web Platform as "Editable". Such Material, as edited by Subscriber, or any part thereof, may not: (i) contain any libelous or unlawful materials or content or any commercial advertising materials; (ii) infringe upon any party's intellectual property or other proprietary rights, including but not limited to copyright, trademark, patent, trade secret and right of privacy; (iii) violate any U.S. or international law or regulation; or (iv) give rise to any actionable claim or liability. Subscriber must maintain all copyright, trademark and other proprietary notices included with all Editable audio and video files.

Subscriber understands and agrees that certain Material will only be available to Subscriber via Subscriber's Internet-based streaming system. Such Materials will not be available for download at anytime. Subscriber also understands and agrees that upon expiration or earlier termination of Infobase Learning's agreement with any third-party provider of any Material, such Material must be removed from Subscriber's server within five (5) business days of expiration or earlier termination of such agreement.

In the course of using any Material as permitted hereunder, Subscriber may not make the Material, or any part thereof, available to any party who is not a Subscriber, except as permitted herein. Subscriber must ensure that the Material is at all times kept on a secure server, viewable only by Subscribers. If Subscriber wishes to use a third party to host the Material, Infobase Learning must pre-approve the use of such proposed host in writing. Infobase Learning shall have the right to approve the terms of the proposed agreement between the proposed host and Subscriber. Except as expressly set forth herein, Subscriber may not (i) copy, modify, transmit, perform, create derivative works of, publish, sub-license, or otherwise share the Web Platform, the Material, or any portion thereof; (ii) disassemble, reverse engineer or decompile the Web Platform or any portion thereof; (iii) use any "deep-link", "page-scrape", "robot", "spider," "offline readers," or any equivalent manual process, to access or monitor any portion of the Web Platform; (iv) collect any personally identifiable information, including user names or passwords, from the Web Platform; (v) take any actions that may circumvent, disable or damage the Web Platform's security; (vi) use the Material in a manner that disparages the Web Platform, Infobase Learning, or the Material; or (vii) use the Material or Web Platform in any manner that Infobase Learning may, in its sole and exclusive discretion, deem inappropriate.

Subscriber understands and agrees that the Web Platform and the Material possess a unique character that makes it difficult to assess the monetary damages that would be sustained as a result of unauthorized use of the Web Platform or Material. Subscriber understands and agrees that unauthorized use may cause immediate and irreparable damage to Infobase Learning for which Infobase Learning would not have an adequate remedy at law. Therefore, Subscriber agrees that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies that may be available to Infobase Learning, Infobase shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.

Permitted Uses of the Web Platform

The Web Platform is licensed solely to Licensee and Authorized Users for classroom teaching, research, presentations, and educational non-commercial multimedia projects for use in educational institutions, provided no admission or other fees are charged for public viewing. Licensee and Authorized Users may stream, display, publicly perform, or exhibit the Video Titles asynchronously on a single computer or network, course management system, or password-protected Web Platform. Licensee and Authorized Users may electronically save, organize, and share Video Titles or parts thereof with other Authorized Users using tools provided with the Web Platform. Licensee may create and distribute transcripts.

Prohibited Uses of the Web Platform

Neither Licensee nor Authorized Users may (1) mount or distribute any element of the Web Platform or any of its Collections/Packages on any electronic network accessible to parties who are not Authorized Users, including without limitation the Internet and the World Wide Web; (2) use all or any part of the Web Platform for Commercial Use or; (3) copy, transmit, modify, distribute, sell, or create derivative works from the Digital Media except as expressly permitted under applicable law or as described herein. Interlibrary loan functionality is not supported by the Web Platform.

Terms of Use May Change

Infobase Learning reserves the right to update or modify these Terms of Use at any time without prior notice. Your use of this Web Platform following any such modification constitutes your agreement to follow and be bound by the Terms of Use as modified. For this reason, we encourage you to review these Terms of Use whenever you use this Web Platform.

Trademarks

Except as permitted by applicable laws, Licensee is prohibited from using any of the marks appearing on the Web Platform, including Digital Media without express written consent from their respective trademark owners.

Correction of Errors and Inaccuracies

The content of this Web Platform, including but not limited to text, availability and descriptions may contain errors or inaccuracies, and may not be complete or current. Infobase Learning reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. We apologize for any inconvenience this may cause you.

Composition of Collections/Packages

Licensor may add Digital Media to its Collections/Packages at regular intervals during the course of the Subscription Term at no added cost to Licensee. Licensor may also be required to purge from the Web Platform at regular, scheduled intervals of Digital Media that are no longer in distribution, after which such Digital Media will be removed from the Web Platform and will no longer be accessible by Licensee or Authorized Users. Licensor agrees to provide advance notice of discontinuation whenever reasonably possible, and will offer Licensee the option to purchase a permanent license, provided Licensor has the right to do so.

MARC Records - General Statement of Use

Machine Readable Records (MARC) are created by Access Educational Media LLC and is a unique product that has been developed solely for Licensor. The structure of each MARC record conforms to national and international standards for Information Interchange Format (ANSI Z39.2-1994) and format for Information Exchange (ISO 2709-1996) and universal content designators defined by MARC21. While these standards define a universal format for bibliographic data exchange and the material types that can be described in the format, the content of most data elements within the format is defined by standards outside the formats, mainly the Anglo-American Cataloging Rules and the On-Line Audiovisual Catalogers best practice recommendations. For this reason, MARC cannot be copied nor resold without the express permission of Licensor and/or Access Educational Media LLC.

Term and Termination

The term of this Agreement shall be concurrent with the length of the license acquired by the Licensee and continue in force through the license duration of all Licensed Materials, including any renewals. If any of the Licensed Materials are licensed on a permanent basis, this Agreement shall be in perpetuity insofar as those Licensed Materials only are concerned. Upon termination of this Agreement, all Licensee rights to use the Licensed Materials and access to the Web Platform shall cease.

Notwithstanding the above, this Agreement may be terminated by Licensor if Licensee materially fails to perform or comply with this Agreement or any provision hereof, or fails to comply with this Agreement on multiple occasions the cumulative effect of which is material. Termination hereunder shall be effective 30 days after written notice of termination given by Licensor to Licensee, if Licensee’s defaults have not been cured within such 30 day period.

Password Protection/License Compliance

Licensee agrees to protect its passwords from use by unauthorized persons by taking reasonable measures to prevent access by unauthorized persons to its passwords. Upon any termination, Licensee agrees to sign an affidavit attesting to Licensee’s adherence to the terms of this paragraph, if requested by Licensor. Furthermore, Licensee agrees to take all necessary, reasonable, and prudent precautions to keep others from violating this Agreement. Licensee herein acknowledges that Licensor would be irreparably harmed in the event that unauthorized or illegal copies were made by or distributed by the Licensee or if Licensed Materials were retained after termination of this Agreement and Licensee agrees that the Licensor shall have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement and to seek other available remedies under the law.

Disclaimer

INFOBASE LEARNING MAKES, AND THIS WEB PLATFORM INCLUDES, NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO INFOBASE LEARNING OR THE CONTENTS OF THIS WEB PLATFORM, INCLUDING THE MATERIAL, WHICH ARE PROVIDED FOR USE "AS IS" AND "AS AVAILABLE." INFOBASE LEARNING AND THIS WEB PLATFORM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO INFOBASE LEARNING AND THIS WEB PLATFORM AND ANY WEB SITE WITH WHICH IT IS LINKED OR CONTENT PROVIDED BY SUPPLIERS TO THIS WEB PLATFORM. INFOBASE LEARNING NOTIFIES YOU THAT MUCH OF THE CONTENT OF THE WEB PLATFORM IS SUPPLIED BY THIRD PARTY SUPPLIERS WHO ARE ULTIMATELY RESPONSIBLE FOR THE CONTENT SUPPLIED BY THEM. INFOBASE LEARNING DOES NOT WARRANT THE FUNCTIONS, INFORMATION OR LINKS CONTAINED ON OR THIS WEB PLATFORM OR THAT ITS CONTENTS WILL MEET YOUR REQUIREMENTS, THAT INFOBASE LEARNING OR THIS WEB PLATFORM, OR ITS CONTENTS, ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THIS WEB PLATFORM OR ITS CONTENTS, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, CANCELBOTS OR OTHER HARMFUL COMPONENTS. INFOBASE LEARNING DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS WEB PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT INFOBASE LEARNING OR THIS WEB PLATFORM) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitation of Liability

Under no circumstances shall the Licensor, its affiliates or content providers be liable to the Licensee or any other person, including but not limited to Authorized Users, for any special, exemplary, incidental or consequential damages of any character arising out of the inability to use, or the use of, the Video Titles. Irrespective of the cause or form of action, the Licensor’s aggregate liability for any claims, losses, or damages arising out of any breach of this License shall in no circumstances exceed the subscription fee paid by the Licensee to the Licensor under this license in respect of the Subscription Term during which such claim, loss or damage occurred. The foregoing limitation of liability and exclusions of certain damages shall apply regardless of the success or effectiveness of other remedies. Licensor shall not be responsible for any problems or delays that may occur in or on or be related to any of Licensee’s computer hardware, firmware, software, or use thereof. This includes, but is not limited to, problems that may occur as a result of Licensee’s installation and use of the Licensed Materials or technical support provided by Licensor.

Indemnification

Each party agrees to indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. This indemnity shall survive the termination of this Agreement.

Governing Law

These Terms of Use are governed by the laws of the United States and the State of New York, without giving effect to any principles of conflicts of laws. Licensee hereby consents to the jurisdiction of the state and federal courts located in New York, New York.

Miscellaneous

Licensor’s rights, including but not limited to all rights of remedy for Licensee's breaches under this Agreement, shall continue in perpetuity. No delay or failure of Licensor to take action under this Agreement will constitute a waiver by Licensor, unless expressly waived in writing by Licensor. Licensor reserves the right to change, modify, add, or remove portions of these Terms of Use or this service at any time. To see the latest version of the Terms of Use, visit the Terms of Use link located on the Web Platform. Licensee's continued use of the Web Plaform following the posting of any changes will mean that Licensee has accepted the changes. Licensor may add, delete, or modify features, as well as the scope of service and support provided. Pricing, product features and specifications, and product title library are all subject to change without notice. With the exception of the rights to use the Licensed Materials, all other provisions of this Agreement shall survive termination and shall continue to legally bind Licensee. These Terms of Use constitutes the complete agreement of the parties and contains the entire understanding of the parties hereto relating to the Licensed Materials, supersedes any prior written or oral agreement or understandings between the parties with respect to the Licensed Materials, and cannot be changed or terminated orally.