MEMBERSHIP AGREEMENT. EdLeader21, LLC, an Arizona limited liability company, is a Professional

Transcription

1 MEMBERSHIP AGREEMENT EdLeader21, LLC, an Arizona limited liability company, is a Professional Learning Community (PLC) with a focused goal: to enhance critical thinking, communication, collaboration and creativity skills for all students and educators. EdLeader21 provides services to 21 st century school and district leaders through 21 st century education implementation support tools and resources, professional development, networking and 21 st century education innovative projects. The specific services provided to members will vary from time-to-time as EdLeader21 s resources and tools continue to develop and evolve. Public schools and districts and independent schools become members of EdLeader21 and participate in the PLC with the terms of membership described in this Membership Agreement ( Agreement ). 1. Membership Fee. Annual membership fees are due upon joining EdLeader21 and upon each anniversary thereafter, and payment shall be remitted at the time of invoicing. Payment of the fee shall entitle a member to use the services outlined in this Agreement. Under no circumstances shall the fee be refundable in the event of non-use of the services. The amount of each membership fee may vary and is calculated based upon the number of students in a member s district or school and the number of users which the member wishes to have access to EdLeader21 s website and other web-based services. 2. Scope of Membership. The member agrees and acknowledges that all membership benefits shall be solely used by and made accessible to the member and its employees and contractors, and that under no circumstances will the member share

2 membership benefits with any other organization or person, including affiliates, subsidiaries or customers of the member. 3. Tools. Members shall have access to certain resources and tools ( Tools ) developed by EdLeader21. It is anticipated that there will be additions and deletions to elements of Tools as they can continue to be evaluated and updated. As described at paragraph 9, Members will be asked, and will have the opportunity, to provide valuable input on Tools. 4. On-line Community. All members will have access to EdLeader21 s members-only online community upon payment of the applicable membership dues. Each member shall complete the EdLeader21 enrollment form providing complete and accurate information requested. EdLeader21 will assign user names and related passwords for the number of users associated with the membership level purchased. The member must notify EdLeader21 when leadership or other personnel changes require a change in the designated user assignment. 5. Control of Membership. Each member is responsible for all activity associated with its membership. Each member must supervise the use of its account by others, including the member s employees and agents. Each member should protect and keep confidential all passwords associated with its website access and any other EdLeader21 services. EdLeader21 must immediately be notified in the event of any known or suspected unauthorized use of a member s account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of the member s user name(s) or password(s). A membership may be subject to suspension 2

3 or termination without advance notice if the membership is used inappropriately or in violation of any term of this Agreement or other rule of EdLeader21. Each member agrees to comply with all applicable laws, rules and regulations regarding its membership and use of EdLeader21 s services. Each member agrees to indemnify and hold harmless EdLeader21 for damages and losses incurred by EdLeader21 or another party due to a third party s use of the member s account or password(s) or the member s failure to use reasonable care to keep membership information confidential. 6. Change in Services. EdLeader21 may from time to time change, expand or discontinue aspects of its Content (described at paragraph 10), Tools and other products or services without advance notice. EdLeader21 also may from time to time modify the terms of service and its fees. EdLeader21 will provide members with notice of any change in pricing or material changes to the terms of service at least thirty (30) days in advance of implementation of the change. 7. Disclaimer of Warranties. The EdLeader21 Content, Tools and other services are provided on an "as is" and as available basis without any warranties, except for those expressly stated in this Agreement. To the fullest extent permitted by law, EdLeader21 disclaims all representations and warranties, whether express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, title, compatibility, security, accuracy and non-infringement of proprietary rights. To the fullest extent permitted by law, EdLeader21 disclaims warranties related to the security, capacity, reliability, timeliness, accuracy and performance of the EdLeader21 services and content. To the fullest extent permitted by law, EdLeader21 3

4 further disclaims any warranties related to the performance or quality of Tools, services, information or other material obtained by you through EdLeader21. No oral or written information or advice given by EdLeader21 or any EdLeader21-authorized representative shall create any additional warranty or in any way increase the scope of this warranty. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to every member. 8. Privacy and Security. EdLeader21 is committed to protecting each member s privacy and security. For more information, the member should review the privacy related policies contained in the Terms of Use (available on EdLeader21 s website), which are incorporated into this Agreement by this reference. 9. License for Tools. Each member acknowledges that EdLeader21 s Tools are protected by copyrights, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. EdLeader21 has a copyright in the Tools under the United States copyright laws (and, if applicable, similar foreign laws). EdLeader21 has the exclusive right to reproduce (make copies of) the Tools; (2) prepare derivative works from the Tools; and (3) distribute the Tools. In consideration of payment of the membership fee, EdLeader21 hereby grants to the member a non-exclusive license to use the Tools and to reproduce them and share them with other persons within the member organization identified at paragraph 2. Each member may use the Tools only in accordance with the license granted in this paragraph. A member may not sublicense the Tools, sell or share them with any third party or person outside of 4

5 the member organization. All copyright notices for the Tools, the identification of EdLeader21 as the author and owner of the Tools and any disclaimer of warranties shall be kept intact. 10. Trademark and Copyright Each member acknowledges that EdLeader21 s website contains information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles and other materials (collectively, Content ) that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and EdLeader21 owns a copyright in the selection, coordination, arrangement and enhancement of such Content. Any trademarks appearing on EdLeader21 s website and in other materials, are trademarks of their respective owners. EdLeader21 is the trade name and the trademark of EdLeader21, LLC. EdLeader21 s members, partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available on the website. The member may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit any of the Content (exclusive of Tools which are addressed at paragraph 8), in whole or in part. When Content is downloaded to your computer, a member does not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any purposes other than those described in this Agreement, including, but not limited to, use 5

6 of any Content printed form or on any other website or networked computer environment is strictly prohibited unless EdLeader21 provides prior written consent. 11. Submissions. If, at our request or on its own, a member sends, s, posts or otherwise transmits to EdLeader21 or its website any Content including, without limitation, comments and suggestions on EdLeader21 Tools, (collectively, the "Submissions"), the submitting member grants EdLeader21 and its successors and assigns a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license (as well as consent) to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform and display any Submissions (in whole or in part and with or without the use of the name of the submitting member) worldwide and/or to incorporate the Submissions in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the Rights ) that may exist in such Submissions. Each member also warrants that, to the extent the member is not the exclusive holder of all Rights in a Submission, any third party holder of any Rights, including moral rights in such Submissions, has validly and irrevocably granted to you the right to grant the license stated above. Each member further acknowledges that EdLeader21 and its successors and assigns shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. Each member also permits any user to access, display, view, store and reproduce any Submission that it has made available in a public area for personal use. Subject to the foregoing, 6

7 the owner of a Submission made to EdLeader21 retains any and all Rights that may exist in such Submission but only to the extent of the portion of the Submission submitted and not as to any Tool, Content or other material of EdLeader21. Except as provided in EdLeader21 s privacy policies set forth in the Terms of Use, none of the Submissions shall be subject to any obligation of confidence on its part, and EdLeader21 shall not be liable for any use or disclosure of any Submissions. 12. Assignment. A member may not assign this Agreement or any rights hereunder. Any purported assignment in violation of this Agreement is void. 13. Other General Terms. The individual executing this Agreement on behalf of an entity warrants and represents that he or she has full authority to so execute the Agreement and upon such execution the Agreement will be binding on the entity. This Agreement, and any other agreements expressly referred to herein, constitute the entire and only agreement regarding membership in EdLeader21. This Agreement supersedes all representations, agreements and other communications regarding membership in EdLeader21. In the event of any change to EdLeader21 s Tools, Content or other services as described above, such change shall be communicated to the member in advance. If any term of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, the term shall be considered to be stricken from this Agreement as if it had not been included from the beginning and the remainder of the Agreement enforced according to its terms. This Agreement is not intended to confer and does not confer any rights or remedies upon any person other 7

8 than the member designated herein. Each member also agrees to be bound by the EdLeader21 Terms of Use and other guidelines and policies posted on EdLeader21 s website, and that those Terms of Use, guidelines and policies, including EdLeader21 s enforcement thereof, are not intended to confer, and do not confer, any rights or remedies upon any person. EdLeader21 s failure to act with respect to any breach of this Agreement does not waive EdLeader21 s right to act with respect to any subsequent similar or other breaches. 14. Choice of Law; Choice of Forum. The laws of the State of Arizona, excluding its conflicts-of-law rules, govern this Agreement, membership in EdLeader21, and the member s use of EdLeader21 Services. The member expressly agree that exclusive jurisdiction for any claim or dispute with EdLeader21 or relating in any way to the membership, this Agreement, or use of the EdLeader21 Services resides in the courts of Arizona and the member further agrees and expressly consents to the exercise of personal jurisdiction in the courts of Arizona in connection with any such dispute including any claim involving EdLeader21 or EdLeader21 Services. The foregoing provision may not apply to a member depending on the laws of that member s jurisdiction. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. 8