Terms & Conditions

1.1. Access and Use

Subject to payment of all applicable fees, including subscription fees and the terms and conditions of this Agreement, Lesson Link grants Customer, during the Subscription Term, a non-exclusive, non-transferable right to access and use (and permit Authorized Users to access and use) the SaaS Products and applicable Documentation solely for Customers and its Affiliates’ internal business purposes in accordance with the Documentation and in the quantity specified in the applicable Order. The customer will operate the SaaS Products in accordance with the Documentation and be responsible for the acts and omissions of its Authorized Users.

1.2. Access and Use Restrictions

Customer shall not, directly or indirectly,: (a) copy or reproduce the SaaS Products or the Documentation except as permitted under this Agreement; (b) exceed the subscribed quantities, users or other entitlement measures of the SaaS Products as set forth in the applicable Order; (c) remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the SaaS Products, Documentation, or Lesson Link Intellectual Property; (d) assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to Customer under this Agreement to any third party except as expressly set forth herein; (e) modify, reverse engineer or disassemble the SaaS Products; (f) except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the SaaS Products, attempt to recreate the SaaS Products or use the SaaS Products for any competitive purpose; (g) create, translate or otherwise prepare derivative works based upon the SaaS Products, Documentation or Lesson Link Intellectual Property; (h) interfere with or disrupt the integrity or performance of the SaaS Products; (i) attempt to gain unauthorized access to the SaaS Products or its related systems or networks, or perform unauthorized penetration testing on the SaaS Products; (j) use the SaaS Products to infringe on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data; or (k) send, store or process in the SaaS Products any personal health data, credit card data, personal financial data or other such sensitive regulated data not required by the Documentation, or any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State. The customer’s authorized use of the SaaS Products is subject to the purchased quantities and features set forth in the applicable Order for the SaaS Products.

Fees for the SaaS Products are based on the use of the SaaS Products in a manner consistent with the Documentation including the invoice and subscription receipt. If Customer uses the SaaS products in a manner that is outside or in violation of the Documentation, then Customer will cooperate with Lesson Link to address any applicable burden on the SaaS Products or pay an additional fee as required to maintain the subscription.

1.3. Login Access to the SaaS Products

Customer is solely responsible for ensuring: (i) that only appropriate Authorized Users have access to the SaaS Products, (ii) that such Authorized Users have been trained in the proper use of the SaaS Products, and (iii) proper usage of passwords, tokens, and access procedures with respect to logging into the SaaS Products. Lesson Link reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes to violate the terms and conditions set forth in this Agreement, in which case Lesson Link will promptly inform Customer in writing of such refusal or cancellation. In addition to the rights set forth in this Agreement, Lesson Link may suspend Customer’s access and use of the SaaS Products if there is an unusual and material spike or increase in Customer’s use of the SaaS Products and Lesson Link reasonably suspects or knows that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the SaaS Products. Lesson Link will provide notice prior to such suspension unless Lesson Link reasonably believes that providing such notice poses a risk to the security of the SaaS Products. Lesson Link will promptly reinstate the Customer’s access and use once the issue has been resolved.

1.4. Trial Services

If Customer is using a free trial, a proof of concept version of the SaaS Products, a beta version of the SaaS Products, or using the SaaS Products on any other free-of-charge basis as specified in an Order including any related support services to the extent provided by Lesson Link in its sole discretion (collectively, “Trial Services”), Lesson Link makes such Trial Services available to Customer until the earlier of: (i) the end of the free trial or proof of concept period or beta testing period as communicated by Lesson Link or specified in an Order; (ii) the start date of any purchased version of such SaaS Products; or (iii) written notice of termination from Lesson Link (“Trial Services Period”). Lesson Link grants Customer, during the Trial Services Period, a non-exclusive, non-transferable right to access and use the Trial Services for Customer’s internal evaluation purposes in accordance with the Documentation and subject to the access and use restrictions set forth in this Agreement. Customers are authorized to use Trial Services only for evaluation and not for any business or productive purposes unless otherwise authorized by Lesson Link in writing. Any data Customer enters into the Trial Services and any configurations made to the Trial Services by or for Customer during the term of such Trial Services will be permanently lost unless Customer: (a) has purchased a subscription to the same SaaS Products as covered by the Trial Services; or (b) exports such data or configurations before the end of the free period. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the SaaS Products, and Customer should review the SaaS Products features and functions before making a purchase. Lesson Link will be under no obligation to provide Customer any maintenance or support services with respect to the Trial Services. Notwithstanding anything to the contrary, Lesson Link provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, Lesson Link disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, and non-infringement. The Customer assumes all risks and all costs associated with its use of the Trial Services. The Customer’s sole and exclusive remedy in case of any dissatisfaction or Lesson Link’s breach of the Agreement with respect to such Trial Services is the termination of the Trial Services. Any obligations on behalf of Lesson Link to indemnify, defend, or hold harmless under this Agreement are not applicable to Customers using Trial Services.

1.5. Third-Party Materials

The SaaS Products include Third-Party Materials subject to their respective OSS (“Open Source”) Licenses as indicated in the Documentation, if applicable. Lesson Link warrants that such Third-Party Materials will not diminish the license rights provided to Customer herein or limit Customer’s ability to use the SaaS Products in accordance with the Documentation, or create any obligation on the part of Customer to license Customer’s software or products under any open source or similar license. Nothing herein shall derogate from mandatory rights Customer may have under any OSS Licenses, if any.

1.6. Support

As part of its provision of the SaaS Products, Lesson Link shall make available technical support to the Customer in accordance with Lesson Link’s then-applicable support terms. Upon notification from Lesson Link, Customer shall promptly update any Agents on Customer systems that interact with the SaaS Products. Customer acknowledges and agrees that its failure to timely install such an update may result in disruptions to or failures of the SaaS Products, security risks, or suspension of Customer’s access to the SaaS Products, without any liability on the part of Lesson Link to Customer.

1.7. Mobile Applications

With regard to SaaS Products that require the use of mobile applications by an Authorized User, the Customer shall ensure that all Authorized Users promptly download and install all available updates for the mobile applications. The customer further acknowledges and agrees that the SaaS Products may not properly operate should any Authorized User fail to do so, and that Lesson Link is not liable for any damages caused by a failure to update mobile applications accordingly.

2.1. Payment Terms

Customer shall pay all invoices and subscriptions due immediately and automatically debited through Lesson Link’s payment processor, without any deduction or set-off (except for any amount disputed promptly and in writing by Customer in good faith). Any amounts arising in relation to this Agreement not paid when due will be subject to a late charge of one and one-half percent (1 ½ %) per month on the unpaid balance or the maximum rate allowed by law, whichever is less. Without prejudice to Customer’s rights set out elsewhere in this Agreement, all SaaS Products fees are non-refundable and payable in advance. Lesson Link may invoice for purchases of SaaS Products upon delivery.

2.2. Taxes

The fees and charges covered by this Agreement are exclusive of any Indirect Taxes imposed or levied, currently or in the future based on applicable legislation, on the SaaS Products. Unless otherwise agreed between the Parties, Customer will be liable for compliance with reporting and payment of such Indirect Taxes in its tax jurisdiction. Lesson Link shall include the Indirect Taxes on its invoice to Customer and remit such Indirect Taxes collected to the relevant authority if required by applicable law. For the avoidance of doubt, Lesson Link will be responsible for direct taxes imposed on Lesson Link’s net income or gross receipts in its tax jurisdiction.

2.3. Indirect Orders

If Customer places an Indirect Order, then Lesson Link grants the rights described in this Agreement in consideration for and subject to: (a) Customer’s agreement to comply with the pricing and payment terms of the Indirect Order, to be separately agreed between Customer and the applicable Channel Partner; and (b) Customer’s agreement to comply with its obligations set forth in this Agreement (including the restrictions on use of the SaaS Products). Notwithstanding the foregoing, the final sales price or rate shall be freely and independently determined between the applicable Channel Partner and Customer. For the avoidance of doubt, in the case of such an Indirect Order, any indication in this Agreement of an agreement between Customer and Lesson Link for the price payable by Customer for such Indirect Order shall be null and void and not form a binding part of this Agreement and the provisions of this Agreement related to payment terms, pricing and/or order procedures shall not apply.

3.1. Intellectual Property

Except for the rights granted in this Agreement, all rights, title, and interest in and to the SaaS Products, Documentation, and Lesson Link’s Intellectual Property are hereby reserved by Lesson Link, its Affiliates, and licensors. Except as provided for herein, all rights, title, and interest in and to Customer Intellectual Property are hereby reserved by Customer, its Affiliates, or licensors. Nothing in this Agreement shall (a) transfer ownership of any Intellectual Property rights from one Party to the other, or (b) provide either Party a right to use the other Party’s trade names, logos, or trademarks.

3.2. Customer Data

The Customer owns all rights, titles, and interests in all Customer Data. Nothing in this Agreement shall be construed to grant Lesson Link any rights in Customer Data beyond those expressly provided herein. Customer grants Lesson Link and its Affiliates the limited, non-exclusive, worldwide right to view and use the Customer Data solely for the purpose of providing the SaaS Products.

3.3. Usage Data and Suggestions

Lesson Link shall be permitted to collect and use the Usage Data for its reasonable business purposes and for Customer’s benefit. In the event Lesson Link wishes to disclose the Usage Data or any part thereof to third parties (either during the Subscription Term or thereafter), such data shall be anonymized and presented in the aggregate so that it will not identify Customer or its Authorized Users. The foregoing shall not limit in any way Lesson Link’s confidentiality obligations pursuant to section 4 below. To the extent that Customer provides Lesson Link with Suggestions, such Suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon Lesson Link pursuant to this Agreement, and may be implemented by Lesson Link in its sole discretion. Customer acknowledges that any Lesson Link products or materials incorporating any such Suggestions shall be the sole and exclusive property of Lesson Link.