NEXTWAVESTEM TERMS AND CONDITIONS

DEFINITIONS

The Licensee: The Licensee is the individual, school, company, or organization licensing the Curriculum.

The Licensor: NextWaveSTEM, LLC., (NextWaveSTEM or Licensor)

The Site and Site Address: The address where the Curriculum will be implemented and is listed on the Licensee's Sales Agreement.

The Curriculum: Collectively, all versions and formats of the NextWaveSTEM materials, including teacher guides, student workbooks, resource files, training manuals), pamphlets, or other publications or documents, prepared by or on behalf of NextWaveSTEM, LLC.

Equipment Bundle: The hardware and other accompanying materials and equipment required must be purchased by the Licensor to accompany the Curriculum.

Complete Agreement: The “Complete Agreement“ constitutes the Sales Agreement and these Terms and Conditions.

Sales Agreement: The Sales Agreement shall be the agreement incorporated herein by attachment and by reference, and includes any and all negotiated terms with respect to the Complete Agreement.

Authorized User: Any person at the Site who has received Teacher Training by NextWaveSTEM.

I. ACKNOWLEDGMENT

The Licensee acknowledges the Curriculum has been licensed, and has not been sold, for the Licensee's use pursuant to and consistent with the terms and conditions of this License. Until Licensee has agreed to the terms of the Complete Agreement, Licensee may not install, download, access, or use any of the Curriculum. Licensee has the option to renew license at the end of the license term.
The Licensee confirms the site address or other identification set forth on the License is correct.

II. AUTHORIZED USERS

The Curriculum may be used by the Licensee only at the Site Address listed on the Sales Agreement and Terms and Conditions. Licensee will need to purchase a License for each additional location and for the training for Authorized User(s) at each Site.
The Curriculum is limited to use by Authorized User(s) and enrolled or assigned students of the Authorized User(s). Temporary employees, contractors, and consultants of Licensee who work on-site at Licensee’s facilities may also use the Curriculum in connection with the operation of Licensee’s day to day operations if they are working together with an Authorized User or if they have also received Teacher Training by NextWaveSTEM. Any copies of the Curriculum used by temporary employees, contractors and consultants must be removed from such individual’s computers once they cease working at Licensee’s facilities.
Licensee will use commercially reasonable efforts to restrict network or any other access to the Curriculum by anyone outside of the Licensee’s facilities who is not authorized to use the Curriculum.

III. TERMS OF USE

The initial terms of the Complete Agreement will be for the period listed in Schedule I of the Contract.
Services refer to those that are referenced and/or detailed in Schedule I and/or Invoice.
Upon payment of all applicable fees and subject to the terms of this License, NextWaveSTEM grants to Licensee an exclusive, one (1) year license (unless terminated per the terms of the sales contract. This is a non-transferable license to use the Curriculum at the Licensee’s Site.
NextWaveSTEM has provided the Licensee with a unique License Key identified on the License. It is the Licensee’s proof of license to use the Curriculum, and it may be required for reorders, package add-ons, and support services. The License Key must be kept confidential by the authorized User.
NextWaveSTEM may issue the Licensee a username and/or password to access the Curriculum or only given access to an Authorized Users’ email address. This information must be kept confidential by the Authorized User.
Licensee has the right to print an unlimited number of teacher guides, student workbooks, and or other documents that are part of the Curriculum for use by Authorized Users.
Licensee is limited to the right to transfer the teacher guides, student workbooks, and or other documents that are part of the Curriculum to Authorized Users at the Site.
Licensee has the right to place the Curriculum onto a memory device, local computer, LAN server, or cloud-based server for the purpose of distributing files for use by Authorized Users at the Site. Posting files in the public domain or otherwise on the Internet is prohibited.
Authorized Users may also use the Curriculum on Licensee’s desktop, personal computing, or other portable devices which, on a temporary basis, may be remote from the Licensee’s facilities provided that it is for the purpose of using the Curriculum at the Site.
Files provided as part of the Curriculum may be customized for the purpose of meeting the Site’s objectives, provided that copyright information is clearly displayed within all files and the copyright remains with NextWaveSTEM.
Licensee shall be solely responsible for all expenses incurred in the printing, distribution, and implementation of the Curriculum by Licensee.
Licensee shall be solely responsible for any hardware delivered in the Equipment Bundle and for any repairs that may be necessary with respect to that hardware and equipment. If any item provided in the bundle should have a warranty it is the responsibility of the Licensee to register such warranty. Licensee understands that the Licensor has no control or responsibility over the hardware included in the Equipment Bundle.

IV. OWNERSHIP

Licensee owns the media on which the Curriculum is recorded or fixed, but Licensee acknowledges that NextWaveSTEM retains ownership of the Curriculum itself and Licensee shall grant NextWaveSTEM access to any derivative works created by Licensee through use of the Curriculum and/or Equipment Bundle. NextWaveSTEM reserves the rights not expressly granted to Licensee. The rights granted are limited to NextWaveSTEM’s intellectual property rights in the Curriculum and do not include any other patents or intellectual property rights, in particular with respect to third-party applications and/or equipment.

V. LIMITED WARRANTY AND LIABILITY

Licensee and third-parties are responsible for their own virus check and protection for all files supplied by NextWaveSTEM and or an authorized reseller/agent.
For a period of ninety (90) days from the date of purchase, NextWaveSTEM warrants the License, and warrants that the Curriculum as provided by NextWaveSTEM will be in accordance with the accompanying documentation.
NextWaveSTEM’s entire liability and Licensee’s sole exclusive remedy for any breach of the foregoing limited warrant will be, at NextWaveSTEM’s option, replacement of the Curriculum, or refund of the Curriculum subscription fee only, limited to the amount of the fee either not yet paid or months following cancellation. Refunds shall not apply to or include the cost of the Equipment Bundle and Training.
NextWaveSTEM will not be liable for any damages for interruption in service or access to curriculum materials should the interruption be the result of any third-party. NextWaveSTEM will work to restore service and/or access as quickly as reasonably possible. Alternatively, NextWaveSTEM will find a replacement for any third-party service, materials, or equipment, or curriculum materials. Licensee will be responsible for any costs or fees associated with any replacement service or equipment.
Acts of God: In any case where either party hereto is required to do any act, delays caused by or resulting from Acts of God, war, civil commotion, fire, flood or other casualty, labor difficulties, shortages of labor, materials or equipment, government regulations, unusually severe weather, or other causes beyond such party’s reasonable control shall not be counted in determining the time during which work shall be completed, whether such time be designated by a fixed date, a fixed time or a “reasonable time,” and such time shall be deemed to be extended by the period of such delay.
No refund will be given in the event of inadequate hardware or network systems at the Licensee’s Site resulting in the inability to utilize the Curriculum.
No refund will be given in the event Authorized Users lack the knowledge for implementing the Curriculum as they will be provided training and have the opportunity to add-on Additional Teacher Training.
On the Commencement Date, Licensee warrants and represents that it has adequate internet connectivity and technological hardware to utilize the Curriculum. No refund will be given in the event there is inadequate Internet connection or technological hardware at the Licensee’s Site resulting in the inability to download or stream files from the Internet.
No refund will be given in the event of inadequate printing facilities at the Licensee’s Site resulting in the inability to print the Curriculum whenever necessary.

VI. RESTRICTIONS

The Licensee may not sell, lend, lease, rent, assign, or transfer the Curriculum to another party in any form.
The Licensee may not translate, reverse engineer, de-compile, disassemble, or create derivative works based upon the Curriculum or any part thereof. If Licensee should translate, reverse engineer, de-compile, disassemble, or create derivative works based upon the Curriculum or any part thereof, Licensee agrees to assign any rights to the derivative works to NextWaveSTEM.
The Licensee may not circumvent security features that protect the copyright holder, NextWaveSTEM.
The Licensee may not use or export the Curriculum to another country.
The Licensee is strictly forbidden from posting the Curriculum in any format which makes it accessible to non-authorized users.
Non-Compete: Licensee may not solicit NextWaveSTEM teachers for hire at Licensee's organization within one (1) year of receiving Services.

VII. SUPPORT & TRAINING SERVICES

Should an Authorized User miss a scheduled Professional Development or Training session, they may reschedule the session. Licensee may be charged an additional Professional Development fee (Rescheduling Fee) unless under a reasonable basis for missing a session (e.g. illness certified by doctor, child's illness or other FMLA event, etc.) through no fault of their own.
NextWaveSTEM agrees to provide the Licensee with curriculum support services for Licensee’s use of the Curriculum under this License for one (1) year from the date of issue. Licensees may order additional curriculum support or training services then offered by NextWaveSTEM.
NextWaveSTEM reserves the right to retire parts of its Curriculum. Retired parts of the Curriculum are not eligible for support services.
To obtain curriculum support services for any Curriculum supplied by NextWaveSTEM and/or any authorized reseller/agent the Licensee must have a License Key provided as part of the original license.
At its sole discretion, NextWaveSTEM may provide technical support for the Curriculum to the Licensee. NextWaveSTEM shall not be obligated to provide technical support for the Curriculum to ensure the proper operations or compatibility of the Curriculum with any software or hardware including hardware included in the Equipment Bundle.

VII. TERM AND TERMINATION

Fees: Client agrees to pay NextWaveSTEM fees as indicated in Schedule I. Payment is due within thirty (30) days of the invoice date. In the event that payment is not received sixty (60) days after the invoice date, services shall be cancelled and a final invoice will be sent, including the outstanding balance, lost or damaged equipment, and any necessary attorney or collection fees.
Cancellation:
1. Client may cancel Services up to 10 business days prior to Start Date listed in Schedule I and/or Invoice without incurring any liability for the fees charged. Any cancellations thereafter will result in a credit for future programs or services.
These Terms and Conditions shall continue for the Term as agreed to in your Sales Agreement and will automatically renew for a full additional term unless sixty (60) days’ notice is provided by Licensee expressing the intent to not renew.
If any breach of this License by Licensee occurs, NextWaveSTEM may terminate this License, whereupon the License and all rights granted to Licensee herein shall immediately cease.
The Licensee agrees, upon termination, to safely discard any printed Curriculum, all Curriculum files from computers, and return all digital copies of the Curriculum to NextWaveSTEM and/or an authorized reseller/agent.
Licensee will be responsible for the cost of any continued use of any third-party products following such termination. Upon termination, NextWaveSTEM will destroy any Personally Identifiable Information ("PII") of students provided to NextWaveSTEM hereunder. Notwithstanding the foregoing, nothing shall require NextWaveSTEM to return or destroy any data that does not include PII, including de-identified information or data that is derived from access to PII, but which does not contain PII.

IX. SAMPLE OR OVERVIEW CURRICULUM VERSIONS

If the version of Curriculum is marked as SAMPLE, SAMPLE ONLY, OVERVIEW (or similar), then it should not be used as part of a course or without an executed Sales Agreement and is made available purely for review and consideration. This is to give the opportunity to preview the Curriculum, prior to making a purchasing decision. Sample versions may not be re-sold to a third party.

X. STUDENT DATA, Personally Identifiable Information

The parties acknowledge and agree that Licensee is subject to federal and local laws relating to the protection of Personally Identifiable Information of students (“PII”), for example, the Family Educational Rights and Privacy Act (“FERPA”), and that NextWaveSTEM may be obtaining such PII as a “school official” under Section 99.31 of FERPA for the purpose of providing the Products hereunder. Subject to these Terms and Conditions, NextWaveSTEM will not take any action to cause Licensee to be out of compliance with FERPA or applicable state laws relating to PII.

XI. GENERAL TERMS

Licensing Curriculum from NextWaveSTEM indicates the Licensee's acceptance of these terms and restrictions and any violation will be prosecuted to the full extent of local law Any controversy or claim arising out of or relating to Terms and Conditions, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
If any provision of these Terms and Conditions is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable such provisions shall be severed from these Terms and Conditions, however, the other provisions shall remain in full force and effect.
All trademarks and copyrights acknowledged.
No documentation provided by NextWaveSTEM may be copied without written permission from NextWaveSTEM unless produced under the terms of the License.
No terms or conditions will affect the Licensee’s rights as defined under the laws of the State of Illinois. However, should licensing conditions be altered, NextWaveSTEM will make commercially reasonable efforts via electronic mail to notify Licensee of changes within a reasonable timeframe.
Terms and Conditions and any other document(s) referred to in it, constitute the entire Agreement and understanding of the parties and supersede any previous Agreement between the parties relating to the subject matter of Terms and Conditions.
Each of the parties acknowledges and agrees that, in entering into Terms and Conditions and the document(s) referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to Terms and Conditions or not) other than as expressly set out in Terms and Conditions as a warranty or representation. The only remedy available to it for breach of such warranties or representations shall be for breach of contract under the terms.
No waiver by either of the party’s obligations under Terms and Conditions shall be deemed effective unless made in writing, nor shall any waiver in respect of any breach be deemed to constitute a waiver of or consent to any subsequent breach by either party of its obligations.