Please read the following before reading and using the materials within the ISM Consortium Web site (the "Product"). By agreeing to this document, the school and its representatives (collectively, "You" or the "Client") agree to be bound to the following Terms & Conditions.
1.GRANT OF LICENSE. ISM hereby grants You a nonexclusive, nontransferable license to:
(a) Read and comment upon the materials within the ISM Consortium members area Web site (the Product) in connection with a single school ("School"), or as set forth in a written agreement between ISM and the Client at the time of purchase. For the purpose of this Agreement, a single "School" shall include multiple-campus schools under the same administration (i.e., under one Head of School or Board of Trustees); however, nothing herein shall constitute a license to share the Product with other schools.
(b) Elect and grant other members of your school community—faculty, staff, administration, Trustees, parent volunteers—access to the Consortium member area products under the same conditions and restrictions as implied within this agreement.
2. RESTRICTIONS. You shall use the Product only for the purpose specified in Section 1 and in accordance with the following:
(a) You shall not modify or prepare derivative works of the Products.
(b) You shall not remove, obscure, or alter any notice of patent, trade secret, trademark, or other proprietary rights notices present on the Product and associated Print Materials, including without limitation any digital watermarks embedded in the Product;
(c) You shall not share, sublicense, sell, lend, rent, lease, electronically or otherwise forward, or otherwise transfer all or any portion of the Product or Print Materials to or with any third party not employed by Client at the School except with the prior written permission of ISM; and
(d) You shall not use the Product to provide consulting services to third parties whether on a fee, pro bono, barter, or any other basis, or otherwise use the same on a "service business" basis.
3. COMPLIANCE WITH LAWS. ISM and the Client shall each comply with all applicable laws, regulations, rules, orders, and other requirements, now or hereafter in effect, of any applicable governmental authority, in their performance of this Agreement. Without limiting the generality of the foregoing, the Client will comply with all laws and regulations of the United States in dealing with the Product including use of the Software outside the United States. You acknowledge that the Product, Service, and its informational content does not constitute legal advice.
4. PROPRIETARY RIGHTS. The Product contains valuable patent, copyright, trade secret, trademark, and other proprietary rights of ISM. Except for the license granted under Section 1, ISM reserves all rights to the Product and Print Materials generated therewith. No title to or ownership of any proprietary rights related to the Product and/or Service is transferred to the Client under this Agreement. You agree to secure and protect the Product in a manner consistent with maintaining ISM’s rights therein.
5. PROTECTION AGAINST UNAUTHORIZED USE, WRONGFUL POSSESSION, AND ACCESS. Upon knowledge of any unauthorized possession, use of, or access to the Product or Print Materials, You shall promptly notify ISM and furnish ISM with full details of such knowledge, assist in preventing any recurrence thereof, and cooperate at ISM’s expense in any litigation or other proceedings reasonably necessary to protect the rights of ISM. In the event of any unauthorized use by any of the Client's employees, agents or representatives, You shall use commercially reasonable efforts to terminate such unauthorized use and to retrieve any copies of the Product and/or Print Materials in the possession or control of the person or entity engaging in such unauthorized use. ISM may, at its option and sole expense, monitor any such proceeding and, in such an event, You shall provide such information related to such proceeding as ISM may reasonably request.
6. RELATIONSHIP OF THE PARTIES. This Agreement shall not be construed as creating an agency, partnership, joint venture, or any other form of association, for tax purposes or otherwise, between the parties.
7. SEVERABILITY. Should any provision or part of any provision of this Agreement be void or unenforceable, such provision, or part thereof, shall be deemed omitted, and this Agreement, with such provision or part thereof omitted, shall remain in full force and effect.
8. ENFORCEMENT. In the event that a lawsuit is filed by ISM to enforce these Terms & Conditions, Client agrees that this Agreement and any dispute arising there from shall be interpreted under the laws of the state of Delaware. Client further agrees to and assumes responsibility for the payment of all attorneys' fees and costs associated with the litigation.
9. NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MATERIALS ARE PROVIDED "AS IS" AND ISM DISCLAIMS ALL WARRANTIES, EITHER/WHETHER EXPRESS, OR IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Without limiting the foregoing, you are solely responsible for determining and verifying that the Product that you obtain and install is the appropriate version for your model of word processing program, operating system, and computer hardware. In the event that the Product delivered to You by ISM is an inappropriate version for your software and/or hardware, ISM will promptly provide a suitable substitute version once You apprise ISM of the issue. It is not sold with any expectation that ISM will offer or owes the Client any renewals or updates of this products or licenses now or in the future unless updates or renewals are contracted for separately with ISM. DISCLAIMER: ISM PROVIDES MANAGEMENT CONSULTING SERVICES TO PRIVATE-INDEPENDENT SCHOOLS. ISM IS NOT A LAW FIRM, AND NO SERVICE OR INFORMATION PROVIDED BY ISM IN VERBAL OR WRITTEN FORM SHOULD BE CONSTRUED AS LEGAL ADVICE. ISM SPECIFICALLY ADVISES CLIENTS TO CONSULT WITH LEGAL COUNSEL QUALIFIED IN THEIR JURISDICTION REGARDING ALL EMPLOYMENT- AND HUMAN RESOURCES-RELATED LEGAL MATTERS. ALL INTERNET LINKS AND RESOURCES IN THE PRODUCT AND ITS ACCOMPANYING DOCUMENTATION ARE CORRECT AS OF THE PUBLICATION DATE BUT ISM IS NOT RESPONSIBLE IF THEY HAVE BECOME INACTIVE OR OTHERWISE MODIFIED SINCE THAT TIME.