.png?width=2100&height=300&name=HDL%20Horozontal%201%20(1).png "HDL Horozontal 1 (1)")
End User License Agreement
Below is Harris Digital Learning's EULA Agreement
Harris Digital Learning End User License Agreement
This End User License Agreement (“License Agreement”) is a legal License Agreement between eScholar, LLC, a New York Company, (“Harris Digital Learning”), and you (an individual and, if applicable, the entity on whose behalf you are acting, either of which is referred to herein as “End User”), the subject matter of which concerns the use of computer software, content, and any applicable updates or upgrades thereto, as well as any associated media and printed or electronic (retrievable via computer networks such as the Internet or otherwise) materials (collectively referred to herein as “Harris Digital Learning Products”).
HARRIS DIGITAL LEARNING PROVIDES THE HARRIS DIGITAL LEARNING PRODUCTS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT AND ON THE CONDITION THAT END USER ACCEPTS AND COMPLIES WITH THEM. THIS LICENSE AGREEMENT MAY BE AMENDED BY HARRIS DIGITAL LEARNING FROM TIME TO TIME, IN WHICH CASE END USER’S CONTINUED USE OF THE HARRIS DIGITAL LEARNING PRODUCTS IS CONDITIONED ON END USER’S AGREEMENT TO SUCH AMENDED LICENSE AGREEMENT. BY ACCESSING, INSTALLING, USING OR CONTINUING TO USE THE HARRIS DIGITAL LEARNING PRODUCTS, END USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (AS IT MAY BE AMENDED FROM TIME TO TIME).
IF END USER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, HARRIS DIGITAL LEARNING WILL NOT AND DOES NOT LICENSE THE HARRIS DIGITAL LEARNING PRODUCTS TO END USER AND END USER MUST NOT INSTALL (AND IF ALREADY INSTALLED, END USER MUST DE-INSTALL), ACCESS, OR OTHERWISE USE, OR CONTINUE TO USE, THE HARRIS DIGITAL LEARNING PRODUCTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LICENSE AGREEMENT OR END USER'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS LICENSE AGREEMENT, AND THIS LICENSE AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT END USER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF THE HARRIS DIGITAL LEARNING PRODUCTS.
1. Grant of License. Subject to the terms and conditions of this License Agreement and End User’s strict compliance therewith, and to Harris Digital Learning’s receipt of any applicable license, enrollment or other fee (a “Fee”) for access to the Harris Digital Learning Products (including from a third party pursuant to an agreement between Harris Digital Learning and such third party (a “Customer”), Harris Digital Learning hereby grants to End User and End User hereby accepts a personal, non-transferable, non-sublicensable, non-exclusive, limited, single user license (which shall be revocable pursuant to the terms of this License Agreement) to access and use Harris Digital Learning Products, and the content and information provided by such products, for End User’s own personal use, and not for further distribution or resale. End User is not allowed to share its user account for Harris Digital Learning Products or to otherwise disclose its username or password information to third parties. End User is responsible for all activities conducted under its user account and shall notify Harris Digital Learning immediately if its login or password information has been compromised or if End User becomes aware of any use of End User’s username or password or access to End User’s user account by anyone other than End User. Harris Digital Learning reserves the right to suspend or terminate, in its sole discretion, in the event of noncompliance with this License Agreement or applicable laws or policies, including any codes of conduct or acceptable use policies.
2. Limitations and Restrictions.
(a) End User may only use the Harris Digital Learning products as expressly permitted in Section 1 hereof and may not under any circumstances: (i) copy, alter, adapt, modify, translate, or create derivative works of the Harris Digital Learning Products or any portion thereof; (ii) access the Harris Digital Learning Products for the purpose of building a competitive product or service or copying their features, content or user interface, including by screen scraping; (iii) access the Harris Digital Learning Products using any automated program, electronic agent or bot; (iv) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Harris Digital Learning Products or any portion thereof, unless and only to the extent any of the foregoing is expressly permitted by applicable law and may not be restricted thereunder; (v) separate the Harris Digital Learning Products into component parts for transfer to or use by a third party or combine the Harris Digital Learning Products or any part thereof with, or incorporate the Harris Digital Learning Products or any part thereof in, any other programs; (vi) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Harris Digital Learning Products, or any features or functionality thereof, to any third party for any reason or in any way; (vii) remove, delete alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices; (viii) use Harris Digital Learning Products to send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (ix) use Harris Digital Learning Products to send or store infringing or unlawful material; or (x) otherwise use the Harris Digital Learning Products except as expressly permitted herein.
(b) End User agrees to comply with applicable technology codes of conduct and acceptable use policies of Customer and applicable governmental authorities.
3. Reservation of Rights. Harris Digital Learning does not grant and End User does not obtain any implied licenses under this License Agreement. Harris Digital Learning reserves all rights, title and interests of any kind that are not expressly granted to End User in this License Agreement. Harris Digital Learning reserves the right to change, substitute, replace, remove, suspend and/or discontinue any aspect of the Harris Digital Learning Products from time to time in its sole discretion.
4. Intellectual Property Rights. Harris Digital Learning retains title to and all ownership interests in all proprietary rights, including copyrights, trademark rights, patent rights, trade secret rights, and any other intellectual or industrial property rights throughout the world (“IPR”), with respect to the Harris Digital Learning Products, their content and functionality, and all copies or portions thereof, whether or not incorporated into or used in connection with any other products, including software or documentation materials (in each case, subject to the rights of its licensors). End User acknowledges that the Harris Digital Learning Products are licensed and not sold under this License Agreement, that nothing in this License Agreement shall constitute or be construed to constitute a sale of the Harris Digital Learning Products (or any portion or copy thereof), and that no title to or ownership interest in any rights, including IPR, with respect to the Harris Digital Learning Products or any components thereof is transferred to End User hereunder.
5. Feedback. End User grants Harris Digital Learning a royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, worldwide, transferable, sub-licensable license to copy, modify, distribute and otherwise use any suggestions, enhancement requests, recommendations or other feedback provided by End User relating to the Harris Digital Learning Products or their operation.
6. Data and Privacy. Information submitted or entered by End User into the Harris Digital Learning Products or otherwise collected or generated by operation of the Harris Digital Learning Products (“User Data”) will be used in accordance with applicable law and any privacy policy presented in the applicable Harris Digital Learning Product. Harris Digital Learning reserves the right to use, display and distribute User Data in connection with Harris Digital Learning’s business and providing the Harris Digital Learning Products or other services to third parties, provided that such use or disclosure shall only be in anonymous, aggregate or de-identified form that does not personally identify individual users. Such use may include computing and disclosing statistics or analyses relating to the Harris Digital Learning Products, including performance or usage metrics. While Harris Digital Learning uses commercially reasonable practices to ensure that User Data is used and disclosed in accordance with Harris Digital Learning privacy practices, Harris Digital Learning cannot warrant or guarantee that User Data will always remain secure due to transmission errors, outside events, third party hacking or other causes. Harris Digital Learning will comply with all privacy laws and make any legally required disclosures regarding breaches of the security, confidentiality, or integrity of personal User Data consistent with its ability to determine the scope of a breach and its obligations to law enforcement.
7. Dual-Media. End User may receive the Harris Digital Learning Products in more than one medium. Regardless of the type or size of medium End User receives, End User may use, subject to the terms and conditions of this License Agreement, only one medium that is appropriate for a single user. End User may not loan, rent, lease, or otherwise transfer the other medium to another user.
8. Warranty. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 8, THE HARRIS DIGITAL LEARNING PRODUCTS ARE PROVIDED TO END USER “AS IS”, WITH ALL FAULTS AND DEFECTS AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, HARRIS DIGITAL LEARNING EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE HARRIS DIGITAL LEARNING PRODUCTS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS OF USE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, HARRIS DIGITAL LEARNING PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE HARRIS DIGITAL LEARNING PRODUCTS WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED. HARRIS DIGITAL LEARNING MAKES NO GUARANTEE, REPRESENTATION OR WARRANTY AS TO ANY OUTCOMES OR RESULTS FROM THE USE OF HARRIS DIGITAL LEARNING PRODUCTS.
9. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HARRIS DIGITAL LEARNING BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT HARRIS DIGITAL LEARNING WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF HARRIS DIGITAL LEARNING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY THE END USER TO HARRIS DIGITAL LEARNING PURSUANT TO THIS AGREEMENT DURING THE THEN-CURRENT TERM.
10. Termination. This License Agreement, and End User’s right to use the Harris Digital Learning Products, will terminate immediately on the earlier to occur of: (a) as applicable, the expiration or earlier termination of any agreement between Harris Digital Learning and a Customer pursuant to which End User is being granted the license hereunder; or (b) End User ceasing to be authorized by Customer to use the Harris Digital Learning Products for any or no reason. Without prejudice to any other rights or remedies Harris Digital Learning may have at law or in equity, Harris Digital Learning may immediately terminate this License Agreement if End User fails to comply with any term or condition of this License Agreement or is otherwise deemed by Harris Digital Learning to be misusing or misappropriating Harris Digital Learning Products. In addition (and not in limitation of any other remedies Harris Digital Learning may have, including termination rights), Harris Digital Learning may suspend End User’s access to Harris Digital Learning Products if End User fails to comply with any term or condition of this License Agreement or is otherwise deemed by Harris Digital Learning to be misusing or misappropriating Harris Digital Learning Products. Upon termination of this License Agreement, End User shall immediately discontinue the use of the Harris Digital Learning Products and at Harris Digital Learning’s option, return to Harris Digital Learning and/or certify destruction of the Harris Digital Learning Products and any related materials provided to End User by Harris Digital Learning, and all full or partial copies thereof (whether in tangible or intangible form), in End User’s possession or control. End User may also terminate this License Agreement at any time by providing written notice to Harris Digital Learning. Sections 8, 9, 10 and 11 of this License Agreement shall survive any termination of this License Agreement and shall remain in full force and effect.
11. General. With End User’s Acceptance, End User agrees to be bound by the terms and conditions set forth in this License Agreement and End User acknowledges that it has read and understands this License Agreement. End User further agrees that this License Agreement is the complete and exclusive statement of the understanding between Harris Digital Learning and End User which supersedes any proposal or prior License Agreement, oral or written, and any other communication between Harris Digital Learning and End User relating to the subject matter of this License Agreement. This License Agreement may not be modified except in a writing duly signed by an authorized representative of Harris Digital Learning and End User. If any provision of this License Agreement is held to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and shall remain in full force and effect. This License Agreement shall be governed by and construed in accordance with the laws of the United States and the State of New York. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this License Agreement. End User hereby submits to the sole and exclusive jurisdiction of, and waives any venue objections against, the United States District Courts and state courts located in New York County, New York in regard to all disputes and litigation arising under or relating to this License Agreement. End User’s rights and obligations under this License Agreement shall not be assignable, delegable, sub-licensable or otherwise transferable, whether voluntarily or involuntarily, by operation of law or otherwise, without Harris Digital Learning’s prior written approval. Harris Digital Learning may freely assign this License Agreement and/or its rights and obligations hereunder. The failure of Harris Digital Learning to insist upon strict performance of any provision of this License Agreement, or to exercise any right provided for herein, shall not be deemed to be a waiver of such provision or right with respect to subsequent claims (unless expressly so stated in a writing signed by a duly authorized representative of Harris Digital Learning). The headings in this License Agreement are for reference only and do not affect the interpretation of this Agreement.
12. U.S. Government Restricted Rights. If End User is an agency or instrumentality of the United States Government, the Harris Digital Learning Products and related data, materials and documentation are “commercial computer software” and “commercial computer software documentation” provided with RESTRICTED RIGHTS, and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction and disclosure of the Harris Digital Learning Products and related data, materials and documentation are governed by the terms of this License Agreement.
13. Export Law Assurances. End User will not use or otherwise export or re-export the Harris Digital Learning Products except as authorized by United States laws and regulations, including those of the U.S. Department of Commerce, and, as applicable, the laws and regulations of other jurisdictions.
Should you have any questions concerning this License Agreement, or if you desire to contact Harris Digital Learning for any reason, please contact Harris Digital Learning at (888) 711-3540, info@HarrisDigitalLearning.com, or 1501 Reedsdale St. Suite 503, Pittsburgh, PA 15233.