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TERMS & CONDITIONS

BACKGROUND

Academic Window is the gold standard in web-based, student-centered programming that provides a preventive form of counseling with consistent, data-driven follow-up. Its content design and technological platform provides confidential collaboration among students, counselors, and teachers with the goal of improving a students’ personal growth and academic performance. We have integrated the SWOT model to help students become more self-aware and to learn how they are perceived by their peers and teachers. Because of the preventive model applied by Academic Window, addictions, bullying, depression and suicide rates, most of institutions, schools and students, teachers and parent prefer using this web site.



1 RIGHT TO USE PLATFORM

1.1 Academic Window platform. Subject to the terms and conditions of this Agreement, Academic Window hereby grants Client the limited, nonexclusive, nontransferable, non-sublicenseable right to access and use the Platform via the Internet during the Term solely for institutions’ and people's use.

1.2 Limitations. The following limitations and restrictions will apply to the Platform: (a) Client who is not contractor will not provide access to the Platform to any school, (b) Except as expressly permitted hereunder, Client will not and will not permit or authorize any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, application models or algorithms of the Platform; (ii) modify, translate or create derivative works based on the Platform; (iii) copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on the Platform; (iv) use the Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Platform or its related systems, hardware or networks or any content or technology incorporated in any of the foregoing;



2 OWNERSHIP; RESERVATION OF RIGHTS

2.1. Academic Window, all the time shall be the owner of the all title copyrights and other Intellectual Property Rights, in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated in the software), the professional development materials (including but not limited to any images, photographs, animations, video, audio, music, text incorporated into the programming), the accompanying printed materials and any copies of the software that are provided by Academic Window to Client.

However the data that are created or stored by the Client is and shall remain to the property of the Client only. Academic Window shall not access, use, make copies or share such data with any third party.

2.2 Data Security. Academic Window will implement and maintain reasonable administrative, physical and technical safeguards (“Safeguards”) which attempt to prevent any collection, use or disclosure of, or access to Client Data that this Agreement does not expressly authorize, including, without limitation, an information security program that meets commercially reasonable industry practice to safeguard Client Data. Such information security program includes: (a) physical security of all premises in which Client Data will be processed and/or stored; and (b) reasonable precautions taken with respect to the employment of, access given to, and education and training of any and all personnel furnished or engaged by Academic Window to perform any part of the services hereunder.

2.3 Privacy Policy. Academic Window cares deeply about privacy, and we recognize that it is important to the institutions, educators, students, and parents we serve.

2.4 Right to Data Destruction. If requested by the Client, during or after the term of this agreement, Academic Window will make reasonable efforts to destroy or otherwise render Client Data inaccessible.



3 FEES; PAYMENT TERMS

3.1 Fees; Payment Terms. If there is no clear explanation on the agreement signed with the Client, Client will pay all fees within thirty (30) days of the invoice date. In addition, if any past due payment has not been received by Academic Window within thirty (30) days from the time such payment is due, Academic Window may suspend access to the Platform until such payment is made.



4 TERM, TERMINATION

4.1 Term. The term of this Agreement will continue during the time referred to in the agreement.

4.2 Termination; Effect of Termination. In addition to any other remedies it may have, either party may terminate this Agreement if the other party breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days’ notice (or ten (10) days in the case of nonpayment) after receiving notice thereof. Upon any termination of this Agreement, Client will pay in full for the use of the Platform up to and including the last day on which the Platform is provided. After the termination, clients, institutions will have access to the data they have on the platform to see the old results.



5 CONFIDENTIALITY

5.1. Each party acknowledges to insist on the strict confidentiality of the Confidential Information and Trade Secrets of the other party relating to its technical, marketing, product, and/or business affairs that may be disclosed to the party during the course of this Agreement. Each party shall not disclose or use the Confidential Information of the other party without the prior written consent of the other party, except as may be required by law. Each party shall use reasonable measures and make reasonable efforts to provide protection for the other party’s Confidential Information, including measures at least as strict as such party uses to protect its own Confidential Information.



6 INDEMNIFICATION OF SERVICE PROVIDER BY THE CLIENT AGAINST LIABILITY FOR INFRINGEMENT

Academic Window hereby agrees to indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against all Losses which shall be based upon a third party claim that client’s use of any of the materials or services supplied by Academic Window and pursuant to this Agreement infringes any existing patent, copyright, trademark, trade secret, rights of publicity or privacy, or any other proprietary right of any third party or is libelous or slanderous.



7 GENERAL

Client may not remove or export from, or use from outside, the United States or allow the export or re-export of the Platform or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither party may assign this Agreement by operation of law or otherwise or assign or delegate its rights or obligations under the Agreement without the other party’s prior written consent; provided however, that either party may assign this Agreement to an acquirer of or successor to all or substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any assignment or attempted assignment by either party otherwise than in accordance with this Section will be null and void. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Client acknowledges that any unauthorized use of the Platform will cause irreparable harm and injury to Academic Window for which there is no adequate remedy at law. For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of the state and federal courts located in Manchester, NH, and waives any jurisdictional, venue, or inconvenient forum objections to such courts.



CONTACT INFORMATION

Academic Window, LLC
314 Merrimack St., Manchester, NH, 03103
info@academicwindow.com
Last Updated Date: Oct 10, 2019