Terms and Conditions
These terms and conditions apply for Study Edge, LLC (“Study Edge“), a Florida limited liability company and Math Nation, LLC (“Math Nation”), a Florida limited liability company, both located at 1717 NW 1st Avenue, Gainesville, Florida and collectively referred to as “SE/MN”, and those who enter into agreement with SE/MN (the “School”). (In this Agreement, each of Study Edge, Math Nation and the School is a “Party”, and collectively, they are the “Parties.”) WHEREAS, SE/MN is in the business of providing an online platform to assist individuals in preparing for Algebra as well as various other mathematics related curriculum including, but not limited to, the curriculum, services, programs, and applications provided under SE/MN’s Math Nation and Math Nation services (“SE/MN’s Services”); and WHEREAS, the School desires to have SE/MN’s Services available for the School’s students, teachers and other persons affiliated with the School (each of the School’s students who is then enrolled with the School is a “Student”, and collectively, they are the “Students”, and each teacher and other persons affiliated with the School who use SE/MN’s Services is a “Teacher”, and collectively, they are the “Teachers”); NOW THEREFORE, in consideration of the mutual covenants contained herein the Parties agree as follows:
- SE/MN agrees to make SE/MN’s Services available to the School.
- SE/MN will integrate the School into SE/MN’s Services through the use of Clever.com (“Clever”). SE/MN shall provide the School with access to Clever.com. The School shall then submit all necessary data and information to SE/MN via Clever. In addition, SE/MN will provide technical support, as well as Clever technical support, to assist in said integration. The School shall be solely responsible for ensuring that Student files and School files are entered into the Clever system, updated in an appropriate and timely fashion, and maintained so as to facilitate continued integration of SE/MN’s Services.
- SE/MN agrees to provide access to SE/MN’s Services to Students who are officially and currently enrolled at the School, subject to reasonable limitations on streaming. Such streaming limitations shall be determined at SE/MN’s sole discretion.
- Provision of access to SE/MN resources is contingent upon SE/MN receiving adequate funding each year for the continuation of this program. In the event SE/MN fails to secure or receive adequate funding for the continuation of the no-cost provision of SE/MN Services to the School, SE/MN may, in SE/MN’s sole discretion and upon sixty (60) days written notice to the School of such failure to receive funds.
2. Term and Renewal.
- The Term of this Agreement shall continue unless the Agreement is terminated by one or both Parties or the Parties otherwise agree in writing. If a Party desires to terminate this Agreement, the terminating Party shall provide the other Party written notice of such intent not less than 60 days prior to the scheduled termination; provided however, that SE/MN shall have the rights, in its sole discretion, to modify the terms of this Agreement for such additional term, by posting on MathNation.com/Agreement.
3. Customer Service.
During the term of this Agreement, SE/MN will provide customer service to all Students and Teachers through email at email@example.com and/or by toll-free phone number at (888) 608-MATH.
4. Intellectual Property
The Parties agree that any and all intellectual property, confidential information, formulae, devices, patterns, know-how, technology, computer programs, computer software, computer code, computer applications, web applications, websites, documentation, processes, lists, compilations, literature, inventions, methodologies, parts, equipment, techniques and other work product (including, without limitation, improvements thereon) used by SE/MN in the provision of the SE/MN Services are and shall remain the exclusive property of SE/MN. Moreover, nothing in this contract may or shall be construed as a sale, assignment, or license of any intellectual property rights held by SE/MN to the School.
- SE/MN’s Services are provided on an “AS IS” basis. SE/MN makes no representation that the services and technology provided will be uninterrupted or error-free. SE/MN and its agents, employees, and licensors cannot and do not warrant the accuracy, completeness, non-infringement, merchantability or fitness for a particular purpose of the information available through the application.
- Except as specifically set forth in this Agreement, all warranties express, or implied are expressly declined and disclaimed. SE/MN also disclaims any implied warranties, promises and conditions of merchantability, fitness for a particular purpose, title and/or non-infringement, whether as to any content or services rendered by SE/MN and the technology deployed in connection therewith.
- SE/MN may monitor, but has no duty or obligation to become involved in, any interactions between SE/MN and any Student or Teacher. SE/MN is not responsible for any disputes, claims, loss, injury, or damage of any kind that might arise before, during, and/or after the interaction between SE/MN and any Student or Teacher and will not retain responsibility for or be required to be involved in any.
6. Copyright and Limitations on Use. The Parties acknowledge that some or all of the information and instruction available is protected by copyright and/or other intellectual property laws. The School agrees that neither the School nor any Student shall reproduce, re-transmit, distribute, disseminate, sell, publish, broadcast or circulate any information received through SE/MN’s Services to anyone, including but not limited to other persons in the same group or association as the Student, without the expressed prior written consent of SE/MN, or the applicable copyright holder.
7. Limitations of Liability.
- The Parties agree that neither the School nor any Student or Teacher shall hold SE/MN or its employees, contractors, agents, officers, directors, shareholders, successors, assigns, partners, and attorneys, liable for any indirect, incidental, special or consequential damages that result from:
(i) the use of or inability to use the SE/MN’s Services or SE/MN’s applications;
(ii) changes to the application platform, future changes to specific features of applications, or downtime associated with the application platform, or hardware failures of SE/MN or of any particular user; or
(iii) mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, communication failures, including failures to receive notification messages, destruction or unauthorized access to SE/MN’s or Clever’s records, programs or applications electronic or mechanical failures, communication line failures, third party internet service provider interruption, unauthorized breaches, thefts, or destruction of SE/MN’s records, programs, or applications, regardless of whether such failure was caused by intentional or negligent acts or omissions of SE/MN or a third party. SE/MN had a strict privacy and security governance policy (accessible at MathNation.com/privacy)
- In the event that a court of competent jurisdiction holds that SE/MN and its employees, contractors, agents, officers, directors, shareholders, successors, assigns, partners, and attorneys may not disclaim liability for damages caused as a direct result of the actions or negligence of SE/MN and/or its employees, contractors, agents, officers, directors, shareholders, successors, assigns, partners, and attorneys, then SE/MN shall not be liable to the School, any Student or Teacher, or anyone else for any damages other than direct damages (and shall not be liable for any consequential, special, incidental, indirect, or similar damages) even if advised of the possibility of such damages. In all events, the School agrees that the liability of SE/MN and its employees, contractors, agents, officers, directors, shareholders, successors, assigns, partners, and attorneys, arising out of any kind of legal claim (whether in contract, tort, or otherwise) in any way connected with SE/MN or SE/MN’s Services, the information and instruction available in SE/MN’s applications, (i) to the School shall not exceed the amount the School paid to SE/MN, if any, and (ii) to any Student shall not exceed the amount paid by the Student for SE/MN’s Services, if any.
8. Indemnification. To the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party and their employees, contractors, agents, officers, directors, shareholders, successors, assigns, partners, and attorneys from and against any and all claims, liabilities, costs, damages and expenses, including attorney’s fees and costs, incurred by the other Party incurred in connection with or arising from any breach of this Agreement by the breaching party of any warranty contained in this agreement; or arising from actual or alleged negligent use, directly or indirectly, by the other party or any of its constituent individuals, in violation of any applicable civil, criminal, or administrative laws or regulations.
The School further agrees to indemnify and hold harmless SE/MN from and against any and all claims, liabilities, costs, damages and expenses, including but not limited to SE/MN’s attorneys’ fees, arising directly or indirectly out of the actual or alleged use of any part of SE/MN’s Services or applications, by the School, the Teachers, or the Students, in violation of any applicable civil, criminal, or administrative laws or regulations, including but not limited to, violations of copyrights, or any criminal activity. Nothing herein shall be deemed to constitute a waiver by either Party of any privilege, protection, or immunity otherwise afforded it under any state or federal law.
9. Warranties by the School. The School represents that, to the best of its knowledge, it is the sole owner of all right, title, and interest in the School’s trademark and stylized logo(s) (“the Marks”) and that SE/MN’s use of the Marks, and trade names, trademarks, service marks, or other intellectual property of the School, in the manner contemplated pursuant to this Agreement, shall not infringe or cause the breach of any rights held or claimed by any third party under any contract, copyright, trademark or other property right of any third party.
In addition, the School hereby grants to SE/MN a non-exclusive, royalty-free license to make limited use of the Marks solely in connection with the services to be provided by SE/MN to the School contemplated in this Agreement
Neither party may assign this Agreement without the consent of the other party, except that either party may, without the consent of the other, assign the Agreement to a controlled subsidiary of that party, a parent or affiliated company of that party, or an acquirer of all or substantially all of that party’s assets, provided the assigning party guarantees the performance of and causes the assignee to assume in writing all obligations of the assignor under this Agreement. The rights and obligations of this Agreement shall bind and benefit any successors or assigns of the parties.
11. Governing Law
This Agreement shall be construed in accordance with the laws of Florida. Any dispute between the Parties concerning this Agreement shall be resolved by arbitration in Gainesville, Florida, under the rules of the American Arbitration Association.
If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
13. Relationship of the Parties
The parties each acknowledge and agree that in fulfilling the mutual obligations required pursuant to this Agreement, SE/MN is acting and will act as an independent contractor and not as an employee of the School. Except for the authority to engage in activities described in this Agreement, SE/MN acknowledges and agrees that it is not an agent for the School, and it will not have nor will it represent or hold itself out as having authority to bind the School or to incur any obligations whatsoever on behalf of the School. Neither party hereto shall be liable to any third party in any way for any engagement, obligations, commitment, contract, or transaction for any act nor omission to act of the other except as provided herein.
14. Entire Agreement
This Agreement constitutes the entire agreement and understanding of the Parties, and supersedes all previous agreements and understandings concerning the subject matter hereof.
All notices provided for hereunder shall be deemed sufficient if in writing via MathNation.com/Agreement