The website (the “Website”) and associated educational programs and materials (the “Materials”) provided by Summit K12 Holdings, Inc.(“Summit K12”) at https://lms.summitk12.com and related pages, are made available by Summit K12, and may be accessed and utilized by customers of Summit K12 (“Customers”) and their related personnel and students (collectively, “End Users”), in each case who have entered into a Customer Proposal (as defined below), and subject in all respects to the following terms and conditions as they may be updated and revised by Summit K12 from time to time (the “Terms and Conditions”). The Customers and End Users accessing and utilizing the Website and/or the Materials are sometimes referred to herein as “you” and “your”.
YOUR ACCESS AND USE OF THE WEBSITE AND ASSOCIATED MATERIALS CONSTITUTES YOUR BINDING AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS IN ALL RESPECTS:
1. Website and Materials. Summit K12, through its Website, provides educational programs and materials to help students learn on multiple levels blending standards based Science and Social Studies content with literacy and language skills in a single curriculum, all of which are a part of the Materials for purposes of these Terms and Conditions. Summit K12 owns, or has a valid license or other rights to, all such Materials.
2. Customer Proposals. In order to access and utilize the Materials through the Website or otherwise, each Customer must enter into and execute a separate proposal, quote, purchase order and/or other similar agreement with Summit K12 detailing, among other things, the specific Materials which such Customer and related End Users may access and utilize, the fees or other compensation payable to Summit K12 in connection therewith, and the length of the term during which such Customer and End Users may access and utilize the Materials (each a “Customer Proposal”). With respect to each such Customer and related End Users, the terms of the applicable Customer Proposals entered into are incorporated herein by reference and form an additional part of these Terms and Conditions.
3. License; Limitations. Each Customer and associated End User is hereby granted a nonexclusive, nontransferable, revocable, limited license to access and use the Website and the Materials specified in the Customer Proposal(s) applicable to such Customer/End User in accordance with these Terms and Conditions. Summit K12 may terminate this license and any Customer’s or End User’s access to the Website and Materials at any time for any reason, and will have no liability for such termination other than refunding any pre-paid fees. Customers and End Users may not (i) decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Website or the Materials, (ii) use any network monitoring or discovery software to determine the site architecture, or extract information about usage or End Users, (iii) use any robot, spider, other automatic device, or manual process to monitor or copy all or any portion of the Website and Materials, (iv) use the Website to transmit any false, misleading, fraudulent or illegal
communications, (v) copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Website or Materials except as authorized under an applicable Customer Proposal, (vi) use the Website or Materials in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of Summit K12 or any third parties or violate any state or federal law. Any unauthorized use of the Website is prohibited. Each Customer and End User agrees to maintain the confidentiality of the Materials and not to use them for any purpose other than educational purposes for such Customer’s End Users in accordance with a current and valid Customer Proposal.
4. Fees and Pricing. The applicable licensing fee or payment required to use the Materials are in each
case set forth in a Customer Proposal entered into separately with Summit K12.
5. Electronic Communications. When you use the Website or any of the Materials, or send e-mails, text messages, documents, information, and other communications from your desktop or mobile device to Summit K12, you are communicating with Summit K12 electronically. You consent to receive any and all communications from Summit K12 electronically, such as e-mails, texts, mobile push notices, or notices and messages on this Website (standard rates of your carrier may apply), and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that Summit K12 provides to you electronically satisfy any legal requirement that such communications be in writing. If you wish to withdraw your consent to receive all communications with and from Summit K12 electronically, you must notify Summit K12 in writing. Summit K12 will have a reasonable period of time to process such withdrawal of consent.
6. Intellectual Property Rights. Except as expressly provided in these Terms and Conditions, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under any law, rule or regulation, including, without limitation, copyright or other intellectual property rights. You agree that the Website and Materials are the exclusive property (or licensed property) of Summit K12 including any related copyrights, trademarks, service marks, patents and other proprietary rights.
7. Errors and Corrections. Summit K12 does not represent or warrant that the Website or Materials will be error-free, free of viruses or other harmful components, or that defects will be corrected. Summit K12 does not warrant or represent that the Materials available on or through the Website will be correct, accurate, timely, or otherwise reliable. Summit K12 may make improvements and/or changes to its features, functionality, Website or Materials at any time.
8. WARRANTY DISCLAIMER. THE WEBSITE AND MATERIALS, INCLUDING ALL FEATURES AND CONTENT, ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. SUMMIT K12 EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SUMMIT K12 DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS WEBSITE OR THE MATERIALS, INCLUDING
BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, OR (C) THE UNAVAILABILITY OF THE WEBSITE OR MATERIALS OR ANY PORTION THEREOF FROM TIME TO TIME.
9. LIMITATION OF LIABILITY. SUMMIT K12 SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE WEBSITE OR THE MATERIALS. SUCH DISCLAIMED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF DATA, LOSS OF USE OF MONEY OR PRODUCTS, LOSSES DUE TO ANY INABILITY TO ACCESS THE WEBSITE OR MATERIALS, LOSS OF GOOD WILL AND LOST PROFITS OR REVENUE. THESE LIMITATIONS APPLY WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF SUMMIT K12 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, SUMMIT K12’S TOTAL LIABILITY TO ANY CUTOMER AND ITS ASSOCIATED END USERS FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO ONE-HALF OF ALL FEES PAID TO SUMMIT K12 BY SUCH CUSTOMER IN CONNECTION DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CAUSE OF ACTION FIRST AROSE, AND IF A CUSTOMER OR END USER HAS NOT PAID ANY FEES TO SUMMIT K12 FOR USING THE WEBSITE OR MATERIALS, THEN SUMMIT K12 SHALL HAVE NO LIABILITY TO SUCH CUSTOMER OR ANY ASSOCIATED END USERS FOR ANY MATTERS RELATED TO OR ARISING FROM THE WEBSITE OR MATERIALS.
10. Indemnification. You agree to indemnify, defend and hold Summit K12, its owners, subsidiaries, directors, officers, employees, partners and affiliates and its and their respective officers, directors, owners, employees, agents, licensors, suppliers and representatives harmless from and against all claims, liabilities, damages, losses, expenses, and costs, including reasonable attorneys’ fees, relating to or arising out of (i) your use of the Website or Materials, and (ii) any violation of these Terms and Conditions or any Customer Proposal by you or arising from or related to any action by you. Nothing in this agreement shall waive any party’s warranty.
11. Unlawful Activity. Summit K12 reserves the right to investigate complaints or reported violations of these Terms and Conditions and to take any action Summit K12 deems appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.
12. Remedies for Violations. Summit K12 reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions, including but not limited to the right to block access from a particular Internet address to the Website and Materials.
13. Governing Law and Jurisdiction. These Terms and Conditions are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. You hereby consent and submit to the sole and exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, to resolve any action arising out of or relating to the Website, the Materials and/or these Terms and Conditions. The aforementioned choice of venue is intended to be mandatory and, not permissive, in nature.
14. Severability of Provisions. In the event any provision of these Terms and Conditions is held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions hereof shall not be affected and, in lieu of such invalid or unenforceable provision, there shall be added automatically one or more provisions as similar in terms as may be valid and enforceable under applicable law. These Terms and Conditions, the Customer Proposals, and any related notices on the Website constitute the entire agreement between Summit K12 and you with respect to the subject matter hereof and supersede all prior and contemporaneous representations, understandings or agreements, whether oral or written, relating to the subject matter hereof.
15. Modifications. Summit K12 reserves the right to change these Terms and Conditions at any time. Updated versions of the Terms and Conditions will appear on the Website and are effective immediately. You are responsible for regularly reviewing the Terms and Conditions. Continued use of the Website and/or Materials after any such changes constitutes your consent to such changes. Summit K12 reserves the right to modify the Website and Materials, including the appearance and the functionality of the Website, at any time in Summit K12’s sole discretion.