Terms and Condition of Use
Last Updated December 6, 2019
North South Academy
These Terms and Conditions of Use (the "Terms") apply to your access to and use of educational tools and materials, including databases, webinars, info sessions, workshops, mock bees, test papers, sample paper, online coaching, practice tests ("Resources") made available by NorthSouth Foundation (aka North South Academy, collectively "NorthSouth") on our website and through our applications. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE RESOURCES.
The following Terms are a legal contract between the individual, teacher, School or entity ("you", "your" or "User") and NorthSouth ("we", "us", "our" or "NorthSouth") regarding your use of and access to the Resources. "Party" and "parties" means you and/or us, as the context requires.
- Access to the Resources
THE RESOURCES ARE NOT AVAILABLE TO (A) ANY USERS PREVIOUSLY SUSPENDED OR REMOVED BY NORTHSOUTH OR (B) ANY PERSONS UNDER THE AGE OF 13 WHOSE REGISTRATION HAS NOT BEEN APPROVED BY A LEGAL PARENT OR GUARDIAN OR, FOR SCHOOL DISTRICTS, BY SCHOOL PERSONNEL.
a. Registration. The Resources are made available to school districts, schools or similar educational institutions, groups or associations (each, a "School") that have registered an account ("School Account") with us and its teachers, aids or other school personnel ("School Personnel") and students. Before School Personnel and students (each, a "User") can access and use the Resources, each User must register with us and obtain a user name and password or access code ("Login Credentials"). Users may be asked to create Login Credentials or we may issue Login Credentials to School Personnel associated with a School Account as part of the registration process. Each User shall provide us with accurate, complete, unique and updated contact information for its Login Credentials. We may deactivate any Login Credentials at any time, without notice, for any suspected unauthorized use or any misuse of any Resources. You are responsible for all use of the Resources by any person who has accessed the Resources with your Login Credentials.
b. Consents. You are responsible for ensuring that any other person who uses the Resources in connection with your User Credentials and/or School Account is aware of, and complies with these Terms and for obtaining any consents required from parents or guardians, and for providing appropriate disclosures to Users of the Resources that are students/children.
c. License. During the Term, NorthSouth grants each User a personal, worldwide, non-exclusive, revocable and terminable (as set forth in Section 6), nontransferable, non-assignable license (without the right to sublicense) to access and use the Resources for educational purposes, solely in the form made available by NorthSouth to you from time to time.
- Changes
NorthSouth may, from time to time and without prior notice, add, delete or change the features or functionality of the Resources.
- Privacy
Your use of the Resources, is subject to NorthSouth’s Privacy Policy.
- Support
You acknowledge and agree that NorthSouth does not provide support for the Resources other than responding to general support or technical requests that are sent to support@northsouthacademy.org.
- Restrictions
You shall not, directly or indirectly, (i) sell, lend, rent, distribute, resell, lease, assign, license, sublicense or otherwise transfer to any third party any Resources, or the rights granted to you with respect to any Resources, (ii) translate, port, modify, reproduce, distribute, republish, frame, download, cache, or make or create derivative works based on any Resources, (iii) access or use the Resource in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas, (iv) derive or attempt to derive the source code, source files, or any component or structure of all or any portion of any Resource by reverse engineering, disassembly, decompilation, or any other means (the foregoing prohibitions include review of data structures or similar materials produced by programs), or access or use any portion of the Resources in order to build or support or assist a third party in building or supporting, software or services competitive to NorthSouth or its Resource and services, (v) remove, obscure or alter any proprietary notice on the Resources, (vi) use or permit the access to or use of any Resource, for any unlawful activity, including exporting in violation of applicable law, or (ix) access or use the Resource or any other deliverable for any use other than the those authorized in these Terms.
- Term and Termination
a. Term. These terms are effective only for the duration of the academic year in which you obtain Login Credentials from us ("Term"), unless terminated earlier as permitted below.
b. Termination.
c. We may suspend, disable or terminate your access and use of the Resources or any portion of the Resources without notice to you, and without liability, if (i) you fail to make any payments due under or otherwise violate these Terms or any other agreement between you and us or any of our affiliates, (ii) you use the Resources for an unlawful purpose, or (iii) your use of the Resources harms or interferes with our systems or network, violates privacy or intellectual property rights, or publishes or disseminates threatening, obscene or offensive material. Notwithstanding anything else contained in this Agreement, we reserve the right to terminate these Terms for any other reason, without cause and without any liability, upon 30 days advance written notice to you.
d. You may otherwise terminate these Terms at any time by sending written notice, which includes "Termination" in the subject line to NorthSouth at support@northsouthacademy.org. Your access to the Resources will continue until the end of the month in which you notified NorthSouth of your termination.
e. Effect of Termination. Except as set forth in this Agreement, in the event of termination of this Agreement, the rights and obligations hereunder will terminate immediately. Any payment or other obligation that has accrued as of such termination date will survive such termination. In the event of any termination of this Agreement any provision hereof required to enforce the parties’ rights and obligations hereunder or that by its terms continues after such termination, will survive and will continue in effect as described therein. There are no refunds of fees paid in the event of termination.
- Fees and Renewal
a. Fees. Fees payable for the Resources shall be $1.00 for each Login Credential provided by us under a School Account, unless otherwise specified on our website. Fees do not include taxes or other government required fees. We will charge you for such taxes and fees with respect to states and other jurisdictions for which we are obligated to collect and report them. All fees will be paid in the manner specified on our website.
b. Free Access. We may not charge you for use and access to the Resources if we determine that your School meets certain financial need criteria. If you believe you may be eligible for free access to the Resources, please contact us for more information.
c. Charges. You agree to pay the fees for each Login Credential required by your School at the time of registration using a valid credit card, or other acceptable method of electronic payment as approved by NorthSouth, via our payment process on our website (which may be a third-party payment processing service). If you purchase additional Login Credentials during the Term, you will need to pay for these Login Credentials prior to usage.
- Customer Content
User Information. All information you provide to NorthSouth to register to use the Resources ("User Information") is and will remain your exclusive property. You hereby grant NorthSouth, a worldwide, non-exclusive, irrrevocable, nontransferable, non-assignable (other than as set forth in Section 17), royalty-free license (without the right to sublicense) to access, use, host, reproduce, distribute, display, modify and prepare derivative works of all User Information to provide the Resources and to improve the Resources and our services, which license extends to any third party assisting NorthSouth.
Intellectual Property; Feedback
a. Intellectual Property. The Resources including any and all visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), software, services, content, educational videos and exercises, practice tests, and all other elements of the Resources (the "Resource Materials") are owned by NorthSouth or its third-party licensors. The Resources and Resource Materials are protected by United States and international copyright, patent, and trademark laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. All Resource Materials, and all trademarks, service marks, and trade names, contained on or available through the Resources are owned by or licensed to North South and North South reserves all rights therein and thereto not expressly granted by these Terms.
a. Usage Data. All content or data you deliver into the Resources or otherwise provide to NorthSouth in connection with your use of the Resources, including answers to practice tests and tests ("Usage Data") will be owned by NorthSouth. We may use Usage Data to, among other things, generate statistics on accuracy and compare Schools. For more information, please see our privacy policy.
b. Feedback. You may (but are not required to) provide NorthSouth with suggestions, comments or other feedback regarding the Resources ("Feedback"). If you do provide NorthSouth with Feedback, then NorthSouth may, and you hereby grant NorthSouth a license to, freely use, disclose, reproduce, license, distribute and otherwise commercially exploit such Feedback in connection with any Resources, technology, service, specification or other documentation.
- Representations and Warranties
a. Mutual Representations and Warranties. Each party represents and warrants to the other that (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and these Terms have been duly authorized by all necessary school district (or other entity) action, and (ii) these Terms are the legal, valid and binding obligation of it, enforceable against it in accordance with the Terms.
b. Your Representations and Warranties. You represent, warrant and covenant that (i) you have all rights and licenses necessary to provide the User Content to us and grant us the licenses set forth herein and that the User Content and the use of it as contemplated by these Terms does not and will not infringe, misappropriate or violate any intellectual property rights of any third party, violate any right of privacy or publicity or breach any contract to you are a party or bound; and (ii) you will comply with all applicable laws in connection with your use of the Resources, if you are a School or School Personnel, you understand that you are solely responsible for providing notices and obtaining consents required by applicable law for Users that are students in order for such students to access and use the Resources and/or to provide User Content, including compliance with the applicable provisions of Family Educational Rights and Privacy Act and the US Department of Education's implementing regulations at 34 CFR Part 99 and the Children’s Online Privacy Protection Act.
- Warranty Disclaimer; Exclusion of Damages and Limitation of Liability
a. Warranty Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 13 ABOVE, (A) THE RESOURCES, ANY OTHER MATERIALS AND RESOURCE CONTENT ARE PROVIDED "AS IS" AND WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ACCURACY, OPERABILITY, USE, TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (B) EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND REGARDING THE RESOURCES, ANY OTHER MATERIALS AND RESOURCE CONTENT, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR THAT THEIR USE WILL PRODUCE ANY RESULTS, EDUCATIONAL OR OTHERWISE.
b. Exclusion of Damages and Limitation of Liability. NORTHSOUTH SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF NORTHSOUTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NORTHSHOUTH OR ITS LICENSOR’S TOTAL LIABLITIY TO YOU FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED IN THE AGGREGATE [$500.] SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
- Indemnification
You agree, to the extent permissible under your state's laws, to indemnify, defend, and hold harmless NorthSouth, and its parent, successors, affiliated companies, contractors, officers, directors, employees, agents and its third-party suppliers, licensors, and partners ("NorthSouth Parties") from and against all losses, damages, liabilities, demands, judgments, settlements, costs and expenses of any kind (including legal fees and expenses), from any claim or demand made by any third-party relating to or arising out of (i) your access to, use or misuse of the Resources; (ii) your breach or alleged breach of these Terms, or any violation of the Terms; (iii) any breach of the representations, warranties, and covenants made herein, whether by you or by any User whose account you have approved; (iv) your failure to comply with applicable laws (including any failure to obtain or provide any necessary consent or notice); (v) the infringement by you or any third-party using your account of any intellectual property, privacy, or other right of any person or entity, including in connection with your User Content, or (vi) your breach or alleged breach of any interaction, agreement, or policy between you and any other Users. NorthSouth reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify NorthSouth Parties, and you agree to cooperate with NorthSouth in defense of these claims. You agree not to settle any such matter without the prior written consent of NorthSouth, NorthSouth will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
- Confidentiality
You may be provided or have access to NorthSouth’s confidential and proprietary information ("Confidential Information") under these Terms or in connection with your use of the Resources. You agree to keep all such Confidential Information confidential. You agree not use such Confidential Information for any purpose other than in connection with your use of the Resources and you shall hold all such Confidential Information we provide you or permit you to access in strict confidence. You shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Information to any person or entity, or permit anyone else to do the same.
- Assignment
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you without NorthSouth’s prior written consent, but may be assigned by NorthSouth without consent or any restriction. Any assignment attempted to be made in violation of these Terms shall be null and void.
- Modifications to the Terms
We may revise these Terms from time to time to better reflect: (i) changes to the law, (ii) new regulatory requirements, (iii) improvements or enhancements made to our Resources. If an update affects your use of the Resources or your legal rights as a User of our Resources we may notify you by postings on our website or other reasonable means. The updated Terms will be effective if you continue to access and use the Resources. If you don’t agree to the updates we make, please terminate these Terms and stop using the Resources.
- Miscellaneous
These Terms are governed by the laws of the State of Illinois without regard to conflict of law rules. The UN Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The parties shall bring any disputes arising out of or related to this Agreement exclusively in a court located in Cook County, Illinois and each party hereby submits to the personal jurisdiction of such courts. Each party is an independent contractor and neither party’s personnel are employees or agents of the other party for any purpose whatsoever. Nothing hereunder will constitute, create, give effect to or otherwise recognize a joint venture, partnership or business entity of any kind, nor will anything hereunder constitute either party as the agent or representative of the other. Headings are for convenience. No presumption is to operate in either party’s favor as a result of who drafted this Agreement. For purposes of this Agreement, the words "include," "includes" and "including" are deemed to be followed by the words "without limitation," and the word "or" is not exclusive. These Terms supersedes all prior discussions and writings regarding (and constitutes the entire agreement between the parties with respect to) the subject matter of these Terms. These Terms are effective upon your access to or use of the Resources. The parties may only amend these Terms in writing. If any provision of these Terms are for any reason held to be invalid, illegal, or unenforceable under applicable law in any respect, then such invalidity, illegality, or unenforceability will not affect the other provisions of these Terms, these Terms will be construed as if such invalid, illegal, or unenforceable provision were excluded from these Terms and the court in its discretion may substitute for the excluded provision an enforceable provision which in economic substance reasonably approximates the excluded provision. If either party is unable to perform any of its obligations under this Agreement because of severe weather, natural disasters, acts of God, riots, wars, theft, governmental action, acts of our suppliers, or other events beyond our reasonable control, then we are relieved from our performance of such obligations to the extent, and for the duration, that such performance is prevented by such events.