License Agreement
95 Percent Group Inc.
Blueprint for Intervention:® Phonics Routine Cards
Ancillary Materials
The 95 Percent Group Inc. Blueprint for Intervention:® Phonics Routine Cards book (“Phonics Routine Cards”) and its ancillary materials (the “Documents”) are copyrighted works. The Documents are made available to registered Phonics Routine Cards owners and authorized users (the “Users”) electronically via the Internet. Authorized Users are either employees of schools or school districts that have purchased the Phonics Routine Cards for use by the User, or are individuals who have purchased the Phonics Routine Cards themselves, and in either case who have registered the registration code or license key of their Phonics Routine Cards on 95 Percent Group’s designated product registration website as the owner or designated User of a specific Phonics Routine Cards book. One person per Phonics Routine Cards book may register to use the Documents. Such designated, registered Users are Licensees subject to this License Agreement (this “License”). The Phonics Routine Cards Documents are licensed, not sold, for use on a perpetual, limited, nontransferable (except pursuant to the terms of this License), nonexclusive, per-User basis during the Term of this License. By using the Phonics Routine Cards Documents, you (“Licensee”) are agreeing to the terms and conditions of this License.
Description of the Phonics Routine Cards and Technical Requirements
The Phonics Routine Cards Documents are composed of an online system and certain electronic document files (hereinafter referred to as the “System,” and if referring to the documents separately, the “Documents”), accessed using a computer connected to the Internet. The Documents are available for download as protected Adobe® portable document format (“PDF”) files that require a user ID (email address) and password to open and/or download to the User’s computer. The protection features are in place regardless of where a Document file is located, and a connection to the Internet is usually required to use a Document. Using the System requires that web browser software and the freely available Adobe Reader® (see Note 1) software be installed on the User’s computer (Adobe Acrobat® software may also be used), and certain settings to be established in the software. The Documents will be made available to Licensee during the Term of this License. 95 Percent Group Inc. (the “Company”) reserves the right to: (i) add, alter, or delete the content or format of any Document at any time; (ii) add, alter, or delete any feature, procedure, technique, or documentation with respect to the Phonics Routine Cards; or (iii) discontinue offering Internet-based downloads of the Documents.
Term of License
The term of this License (the “Term”) shall begin when the User enters the registration code or license key for the Phonics Routine Cards into the product registration website and accepts the Terms of this License and shall continue perpetually unless otherwise terminated per this License. 95 Percent Group Inc. reserves the right to change the terms of this License at any time, and Licensee and Users shall be bound by such updated terms. The current terms of the License shall be available to Users online on their 95 Percent Group account web page.
Permitted Users and Uses
Permitted Users are either owners of the Phonics Routine Cards or Users designated by their employer school or school district who have been provided a Phonics Routine Cards book and related registration code or license key and who have registered as a User on the appropriate 95 Percent Group Inc. website. Users shall register with a user ID (normally the email address provided to them by their employing school or district) and password (together, their “Credentials”) or alternatively, with Credentials provided by 95 Percent Group Inc. at its discretion. User Credentials shall be in effect for the Term of the License, unless a registration code or license key is reassigned to a different User by deleting the original User and reassigning the registration code or license key to a new User by following the process specified on the 95 Percent Group Inc. Client Login web page (or other location as directed by the Company). Users are prohibited from transferring or sharing User Credentials. Users shall be solely and fully responsible for the security of their Credentials and responsible and liable for any and all actions taken using their Credentials. Users may open and download the Documents to their computer hard drives and print documents as needed. Users may access the Documents using up to 2 specific computers. However, the computers usually must be connected to the Internet in order to access the Documents and the User must use his or her designated Credentials for access, even after Documents have been downloaded to the computer. This is part of the Company’s Document security measures. When printed, Documents will bear a watermark indicating the user ID (email address) of the person printing the document. All Users will reproduce the Documents as provided by 95 Percent Group Inc., including the watermark, copyright, logo, and proprietary notices printed on the Documents, and such information may not be altered or removed. User agrees to comply with the Document Terms of Use for the Documents, attached hereto as Exhibit A, and User will be required to agree to such Document Terms of Use when downloading or opening each Document. The Document Terms of Use will be reproduced on a cover page for each Document. During the Term of this Agreement Licensee may print a master copy of the Documents for use in making copies. Such master copy may be used after the termination of this Agreement, subject to the restrictions on distribution of the Documents, which shall survive the termination of this Agreement.
Nonpermitted Uses
The Documents are for the classroom and intervention group use of the Registered User and may not be resold or redistributed in any form or media (electronic, paper, or otherwise) for any purpose whatsoever. Without limiting the generality of the foregoing or other restrictions contained in this License, the following actions are expressly forbidden:
• Scanning the Documents into electronic form for any reason whatsoever or recording the Documents on any magnetic, optical, or other electronic machine readable medium, or otherwise maintaining the Documents in an electronic data file on a computer or other storage device, other than the original file downloaded to an authorized User’s computer in their protected form
• Sharing Credentials
• Forwarding, transmitting, or otherwise distributing copies of the Documents via email or otherwise making the Documents available to any person or organization whether via paper copies, a local area network, telecommunications transmission, service bureau, or by other means
• Placing the Documents on any server or website
• Changing the Documents in any way, including removing, altering, or covering up the copyrights, proprietary notices, logo, or watermark (“printed by” indicator) or changing the content
• Attempting to defeat the protection features of the Documents
• Providing incorrect, false, or misleading user registration information
The Documents may not be licensed, sold, or transferred by User to any other party inside or outside the User’s school or school district, related or unrelated, for fee, free, or otherwise.
All Rights Reserved by 95 Percent Group Inc.
The Phonics Routine Cards, the System, and the Documents constitute the valuable and proprietary property of 95 Percent Group Inc. Licensee acknowledges that 95 Percent Group Inc., or its licensors, are the sole and exclusive owner of:
• all rights, title, and interest in and to the Phonics Routine Cards, System, and Documents, including, without limitation, the Documents and their content, and,
• all instructions for using the System, and
• all other elements of the Phonics Routine Cards and Documents, or aspects related thereto, and
• all copyrights, trademarks, trade secrets, and other intellectual property rights related thereto.
Nothing contained herein shall create, nor shall be construed as, an assignment to User of any right, title, or interest in or to the Phonics Routine Cards or the Documents; it being acknowledged that all right, title, and interest in and to them are expressly reserved by 95 Percent Group Inc. or its licensors. 95 Percent Group Inc. intends to continue refining and developing the Phonics Routine Cards and Documents. By their nature, the System and Documents may at some time become obsolete. This License does not create any right to future versions or refinements. Licensee acknowledges that the Phonics Routine Cards and Documents represent unique and valuable assets of 95 Percent Group Inc.; and that, in the event of any breach of this License by Licensee with respect thereto, 95 Percent Group Inc. may not have an adequate remedy at law, and shall be entitled to enforce its rights hereunder by an action for specific performance, injunctive, or other equitable relief without the necessity of proving actual damage, in addition to any other remedies available to 95 Percent Group Inc.
Warranty
THE BLUEPRINT FOR INTERVENTION:® PHONICS ROUTINE CARDS ANCILLARY MATERIALS SYSTEM AND DOCUMENTS ARE LICENSED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. IN NO EVENT SHALL 95 PERCENT GROUP BE LIABLE FOR LOSS OF PROFITS OR DATA, PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR RELATING TO LICENSEE'S USE OF THE DOCUMENTS, EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL 95 PERCENT GROUP'S AGGREGATE LIABILITY ARISING OUT OF OR BASED UPON THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, INCLUDING WITHOUT LIMITATION, ANY ACTION IN TORT OR CONTRACT, EXCEED THE FEES PAID BY LICENSEE TO 95 PERCENT GROUP FOR ACCESS TO THE DOCUMENTS PURSUANT TO THIS AGREEMENT. Licensee’s exclusive remedy, should the Phonics Routine Cards be found unsatisfactory, is a refund of amount paid for the Phonics Routine Cards upon return or destruction of all copies of the Documents and deactivation of access to the Phonics Routine Cards System, provided such return or destruction is made within 90 days of the inception date of this License.
Termination
95 Percent Group may terminate this License immediately and without refund of fees if Licensee is in breach or default of any term or condition of this License. Upon the termination of this License, Licensee shall no longer be permitted access to the Documents, and User’s Credentials shall be deactivated.
Governing Law
This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Illinois governing agreements that are wholly executed and performed therein without regard to its conflicts of law rules. Licensee hereby consents to the jurisdiction of any court of competent jurisdiction in the Circuit Court of Cook County, Illinois, or the United States District Court, Northern District of Illinois, Eastern Division for any litigation related to this Agreement.
General
If any term or provision of this License shall be found to be illegal or unenforceable, then notwithstanding such illegality or unenforceability, this License shall remain in full force and effect and such term or provision shall be deemed to be deleted.
No term or provision hereof shall be deemed waived or any breach excused, unless such waiver or consent shall be in writing and signed by the party claimed by the other to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
The use of the Phonics Routine Cards, System, and Documents is further subject to the 95 Percent Group Inc. website Terms of Use and Privacy Policy, both available on the Company’s website.
This License is made effective by the User indicating acceptance of its terms by clicking “I Agree” or words to that effect on the web page where indicated.
If you have questions or concerns about this License, please contact 95 Percent Group Inc. technical support via email at support@95percentgroup.com or by telephone at 847-499-8200.
Note: 1) Adobe® Reader® and Adobe Acrobat® are products of Adobe Systems Incorporated.
Exhibit A
Document Terms of Use
DOCUMENT TERMS OF USE – IMPORTANT
By entering the same email address and password used to log in to your 95 Percent Group account above and submitting them, you confirm the following statements regarding your use of the document(s):
1. I understand and agree that the use of this document is licensed, not sold, to individual, school district, or school purchasers of the Blueprint for Intervention:® Phonics Routine Cards (Phonics Routine Cards) Teacher Guide. One person per purchased copy of the book may be an authorized User and my use of the Ancillary Materials (document[s]) is subject to and limited by the License Agreement I accepted when I registered as a User of the Phonics Routine Cards.
2. I understand that I may access this document on only 2 specific computers (the first 2 that I use to open the document[s]) during the active period, and that accessing the document generally requires an active Internet connection.
3. I understand that the licensed individual may print copies of the Ancillary Materials on demand and if desired, a master copy from which to make additional copies as needed for use in the licensed individual’s classroom only.
4. I agree not to provide access to, transmit, or forward this document or any physical or electronic copy of it to anyone else.
5. I agree to print or make copies of the document(s) only for internal use in my classroom, but not for use in other classrooms in my school or other schools in my district or elsewhere.
6. I understand that use of this document(s) requires a user ID and password (“Credentials”) for each user and agree not to share my Credentials with anyone. I shall be solely and fully responsible for the security of my password and for any and all actions taken using it.
7. This document is protected by U.S. and international copyright laws. “Fair Use” does not apply to this document. I understand that violation of these Document Terms of Use or of the copyright on these documents could subject me and my school to loss of use, forfeiture of fees paid, and other civil and criminal penalties available under the law.
8. I understand that the document(s) and the delivery system are provided WITHOUT WARRANTY, ON AN AS-IS BASIS and may change at any time. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. I further understand that because of the nature of the Internet and its associated technologies, the availability of the document(s) is subject to many factors out of 95 Percent Group’s control and therefore there is no warranty that access to the document(s) will be uninterrupted or bug free.
9. Other than permitted photocopying, I will not attempt to reproduce the document(s), electronically or otherwise, and will not remove or change any logo, proprietary notice or other information on the document(s).
10. I accept these Document Terms of Use and the website Terms of Use and Privacy Policy available on the 95 Percent Group Inc. website, www.95percentgroup.com, and its related websites.