Terms and Conditions
This Language Dynamics Group, LLC (“LDG”) License Agreement (“Agreement”) governs access to and use of free and fee-based products and services offered by LDG. By accessing, using, printing, displaying or registering for such services or products, you (“CUSTOMER”) agree to the terms of this Agreement in which, CUSTOMER receives a limited license to access, use, print, display or register for such services or products.
PLEASE CAREFULLY READ THIS AGREEMENT BEFORE ACCEPTING BELOW. PROCEEDING WITH REGISTRATION, OR ACCESSING, USING, PRINTING, OR DISPLAYING THE PRODUCTS OR SERVICES INDICATES CUSTOMER ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE WITH THESE TERMS, CUSTOMER SHOULD DECLINE THE REGISTRATION AND CUSTOMER MAY NOT ACCESS, USE, PRINT, OR DISPLAY THE PRODUCTS OR SERVICES. Some or all of the MATERIALS are copyrighted. All of the MATERIALS are proprietary. Use of the MATERIALS by any individual, organization, entity or enterprise is strictly prohibited except for a CUSTOMER entity authorized pursuant to this Agreement. The MATERIALS, software, online software documentation, Implementation Training Manual and the LDG web support site (collectively the “Products and Services”) and any modifications, updates, revisions, or enhancements thereof are subject to the terms of this Agreement.
Authorization
The use of the MATERIALS is strictly limited to those provided for in this Agreement. The MATERIALS may be used only for educational, academic research and similar purposes. The MATERIALS may be used only for their stated and published purposes including monitoring of student performance scores, comparison of student performance scores, individually and across various cohort groups.
CUSTOMER agrees that the MATERIALS will not be:
(a) used for any “for-profit” commercial activities, unless specifically agreed in writing by LDG, including any use of any proprietary designs or marks of LDG;
(b) copied, duplicated, modified, translated, adapted, publicly displayed, or publicly performed without the express written consent of LDG;
(c) downloaded, transmitted, or re-transmitted or transferred for the purpose of evading the prohibition on copying, duplication or modification;
(d) sold, transferred, conveyed, pledged licensed, or sub-licensed;
(e) reverse engineered, decompiled, disassembled or subject to efforts to derive source code for any software and/or computer code components of the MATERIALS; or
(f) exploited for any purpose different from or contrary to the rights and interests of LDG or inconsistent with the stated terms and purposes of this Agreement.
No Assignment, Sub-License or Transfer.
The CUSTOMER / LICENSED USER is prohibited from sharing LDG’s products, digital downloads, sharing, and/or duplicating digital content or physical content with other end users.
You may not assign, sublicense, or transfer the product contents of LDG without LDG’s prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and LDG, within its sole discretion, shall have the right to immediately terminate its services with CUSTOMER / LICENSED USER.
LDG sells several products; some physical and some digital. CUSTOMER / LICENSED USER agrees that they are prohibited from sharing LDG’s products with any other and or single end users without the expressed consent of LDG.
Not limited to, LDG products currently consist of the following:
* PEARL® SCREENER
* CUBED ASSESSMENTS
* STORY CHAMPS®
* INTERVENTION
Prohibition of Information Sharing and Disclosure.
CUSTOMER / LICENSED USER agrees not to disseminate, share, duplicate LDG’s mix of physical products, digital downloads, digital content and/or physical content.
CUSTOMER / LICENSED USER agree that they will not allow any others the right to download, share, print and/or create other products under the services agreement with LDG. CUSTOMER / LICENSED USER product sharing is strictly prohibited.
CUSTOMER / LICENSED USER represent, warrant, and agree that you will not:
(a) sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the products of LDG, or otherwise permit any third-party to use or have access to the products for any purpose (except as expressly permitted by LDG in writing) and/or;
(b) decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, and attempt to discover any source code, or otherwise use any software that enables or comprises any part of the products of LDG.
Circumstances should not arise when or whether CUSTOMER / LICENSED USER shall sell, transfer, or otherwise disclose some or all of LDG’s assets; including but not limited to the connections with a merger, acquisition, reorganization or sale of assets for the profit and/or the benefit of CUSTOMER / LICENSED USER.
Server Availability and Scheduled Down Times
LDG schedules daily maintenance from 2:00 a.m. to 4:00 a.m. Central Standard Time, Monday through Sunday. In the event a mission-critical maintenance situation arises, LDG may be required to perform emergency maintenance at any time. During these scheduled and emergency maintenance periods, CUSTOMER may be unable to transmit and receive data. CUSTOMER agrees to accept the risk of such unavailability and to fully cooperate with LDG during the scheduled and emergency maintenance periods.
Indemnification
CUSTOMER hereby agrees to indemnify, defend, and hold harmless LDG from and against any and all claims, proceedings, damages, liability, and costs (including reasonable attorney fees) incurred by LDG in connection with any claim arising out of (i) any breach or alleged breach of any of CUSTOMER obligations set forth herein, (ii) any acts by CUSTOMER, or (iii) MATERIALS or information posted or transmitted by CUSTOMER in connection with the Products and Services regardless of the type or nature of the claim. CUSTOMER shall cooperate as fully as reasonably required in the defense of any claim. LDG reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by CUSTOMER and CUSTOMER shall not in any event settle any matter without the written consent of LDG.
Limitation of Liabilities and Remedies
THE MATERIALS AND THE PRODUCTS AND SERVICES (INCLUDING ALL CONTENT, SOFTWARE AND FUNCTIONS) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND. LDG MAKES NO WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING WITHOUT LIMITATION, TITLE, SECURITY, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AVAILABILITY, OR UNINTERRUPTED ACCESS. LDG DISCLAIMS AND CUSTOMER WAIVES ALL LIABILITY ARISING FROM THE ACCESS, USE AND PRINTING OF THE MATERIALS AND PROVISION OF THE MATERIALS AND THE PRODUCTS AND SERVICES.
IN NO EVENT SHALL THE LIABILITY OF LDG TO CUSTOMER OR ANY THIRDPARTY FOR DAMAGES FOR ANY CAUSE WHATSOEVER RELATED TO OR ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER TO LDG DURING THE PRECEDING TWELVE MONTHS. IN NO EVENT WILL LDG BE LIABLE FOR ANY LOST PROFITS, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE ANY MATERIALS EVEN IF LDG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT ANY CLAIM ARISING FROM USE OF OR ACCESS TO THE MATERIALS PROVISION OF ANY PRODUCTS AND SERVICES MUST BE MADE WITHIN ONE (1) YEAR OF THE FIRST DATE SUCH CLAIM FIRST ACCRUED OR SHALL BE DISMISSED AS UNTIMELY AND FOREVER BARRED.
THIS LIMITATION OF LIABILITY APPLIES TO ANY EXPENSES, DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR OF OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF DATA RECORDS, WHETHER FOR BREACH OF CONTRACT, STRICT LIABILITY, TORTUOUS BEHAVIOR, NEGLIGENCE, OR FOR ANY OTHER CAUSE OF ACTION.
Entire Agreement.
This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter. All provisions that should by their nature survive the termination of this Agreement and/or shall survive the expiration of this Agreement. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. Also, any amendments hereto, encompass the entire agreement of the parties, and supersede all previous understandings and agreements between said parties.