This is a license agreement between You as the authorized representative of the end users within your school (“You”) and Renzulli Learning Systems, LLC (doing business in Connecticut as Renzulli Learning Systems, LLC), its affiliates and subsidiaries, (collectively “RENZULLI”).  RENZULLI hereby licenses You to access and use the following RENZULLI applications on servers operated and/or authorized by RENZULLI: The Renzulli Profiler, The Renzulli Enrichment Database, The Renzulli Differentiation Search Engine, and The Renzulli Talent Portfolio.  Additionally, You are licensed to view and download supporting Documentation supplied by Renzulli in connection with Your authorized use of the enumerated RENZULLI applications.

From time to time, updates and upgrades, as well as modifications and enhancements may be provided by RENZULLLI with respect to the RENZULLI applications and the supporting Documentation as part of this license Agreement.

BY ACCEPTING THIS AGREEMENT WITH RENZULLI AND ALSO BY OBTAINING A DISTRICT CODE, USER NAME AND PASSWORD AND/OR ACCESSING THE RENZULLI APPLICATIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND THEREBY.  ONLY AN EXECUTIVE OFFICER OF RENZULLI IS AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, STATUTORY OR OTHERWISE ON BEHALF OF RENZULLI OR TO VARY ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT.

LIMITATIONS:

You are hereby entitled to use the RENZULLI applications and the supporting Documentation, but may not sell or transfer reproductions thereof to other parties or otherwise make unauthorized copies.  You are hereby advised and notified to keep Your District Code and User Name/Password in confidence, as You are responsible for any misuse of Your District Code and User Name/Password by unauthorized users, including any charges such misuse might incur. RENZULLI reserves the right, but not the obligation, to programmatically intercept and evaluate all end-user messages transmitted through the RENZULLI applications.

RENZULLI holds title to the RENZULLI applications and the supporting Documentation and all copyrights therein, as well as any patents and trade secrets embodied therein, all of which rights shall remain solely and exclusively with RENZULLI and its licensors.  You shall not take any action inconsistent with such title in RENZULLI, and recognize that the RENZULLI applications and the supporting Documentation are protected by U.S. and foreign country laws, as well by International treaty.

You also agree not to permit disclosure, copying, renting, licensing, sublicensing, as well as leasing, dissemination, or other distribution of the RENZULLI applications and/or the supporting Documentation by any means or in any form, without the prior written consent of an executive officer of RENZULLI.  You also agree to refrain from modifying, enhancing, supplementing, or using the RENZULLI applications and/or supporting Documentation to create derivative works from or to adapt, translate, reverse engineer, decompile, disassemble or otherwise reduce the RENZULLI applications and/or supporting Documentation to a form other than that by which it is licensed to You.

TERMINATION:

This Agreement continues in effect for as long as You are granted access to the RENZULLI applications, notwithstanding temporary interruptions in such access.  If You are a Trial User, RENZULLI reserves the right to terminate Your access at any time and for any reason.  If You are a Subscription User, Your access will continue according to the terms of Your Subscription, although RENZULLI reserves the right to terminate Your access upon providing You at least 30 days prior written notice of Your violation of any of the terms of this Agreement or of Your Subscription, except that RENZULLI reserves the right, but not the obligation, to immediately suspend service for any individual user if it is determined, by the subscribing entity or RENZULLI, that individual has stored or transmitted content deemed to be of an inappropriate or threatening nature.

DISCLAIMER OF WARRANTY/LIMITATIONS OF LIABILITY:

EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, THE RENZULLI APPLICATIONS AND SUPPORTING DOCUMENTATION ARE SUPPLIED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS.  RENZULLI MAKES NO WARRANTY THAT ACCESS TO THE RENZULLI APPLICATIONS WILL BE UNITERRUPTED, SECURE, COMPLETE OR ERROR FREE.

If You believe or find any error or defect with the RENZULLI applications or supporting Documentation, e-mail support@Renzullilearning.com or call the Consumer Affairs Department of RENZULLI at 877.429.1955.  Please provide Your name and contact information, as well as your RENZULLI User Name and Password.

RENZULLI AND ITS LICENSORS SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, EVEN IF RENZULLI OR ITS LICENSORS ARE ADVISED OF OR EVEN AWARE OF THE POSSIBILITIES OF DAMAGES.  IN NO EVENT SHALL RENZULLI’S AND ITS LICENSORS’ AGGREGATE LIABILITY EXCEED THE AMOUNT THAT YOU HAVE PAID IN CONNECTION WITH THIS LICENSE AGREEMENT FOR ACCESS AND USE OF THE RENZULLI APPLICATIONS AND SUPPORTING DOCUMENTATION.

Although RENZULLI makes reasonable efforts to ensure the on-going quality, reliability and age-appropriate nature of the enrichment activities provided, the associated Internet URLs (addresses or “links”) and related content are not under the day-to-day control of RENZULLI.  When following, or “clicking,” such links, You leave the area of the Internet managed by RENZULLI.  Accordingly, RENZULLI cannot accept, and expressly disclaims, responsibility for any direct, indirect, or consequential damages or other issues arising in connection with the display or usage of such links and related content, including unwanted advertisements, postings, or material some may find objectionable.  Because such links are not under the control of RENZULLI, RENZULLI also cannot, and does not, guarantee that any given link will be accessible to, or meet the specific needs of, You or any given user.

None of the RENZULLI applications limits or restricts Your ability, or the ability of those under Your control, to view other, non-affiliated websites and associated content.  RENZULLI DOES NOT PROVIDE, NOR DO THE RENZULLI APPLICATIONS FUNCTION AS, A CONTENT FILTER.  The use and application of content filtering software, if desired, is Your responsibility, and must be managed by You.  You retain the sole responsibility for monitoring the Internet usage of those under Your control.

ENTIRE AGREEMENT:

This Agreement constitutes the entire understanding between RENZULLI and You with respect to this license Agreement and any changes to this Agreement must be in writing and signed by an executive officer of RENZULLI.  Terms and Conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement or unless specifically accepted by RENZULLI in writing.  You shall be responsible for and shall pay, and shall reimburse RENZULLI on request if RENZULLI is required to pay, any sales, use, value added (VAT), consumption or any other tax (excluding any income tax due from RENZULLI to State or Federal Governments).

FORCE MAJEUR:

RENZULLI’S performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war, terrorism or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain the necessary supplies and the like.

GOVERNING LAW:

This Agreement shall be governed by, and any arbitration hereunder shall apply, the laws of the State of Connecticut, excluding (a) its conflicts of law principles; (b) the United Nations Convention on Contracts for the International Sale of Goods; (c) the 1974 Convention on the Limitation Period in the International Sale of Goods (the “1974 Convention”); and (d) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980.
Any dispute, controversy or claim arising out of or relating to this Agreement or to a breach thereof, including its interpretation, performance or termination, shall be finally resolved by arbitration.  The arbitration shall be conducted by three (3) arbitrators, one to be appointed by RENZULLI, one to be appointed by You and a third being nominated by the two arbitrators so selected or, if they cannot agree on a third arbitrator, by the President of the American Arbitration Association (“AAA”).  The arbitration shall be conducted in English and in accordance with the commercial arbitration rules of the AAA then prevailing.  The arbitration, including the rending of award, shall take place in Hartford, Connecticut, USA at the offices of Reid and Riege, P. C. Counselors at Law, One Financial Plaza, Hartford, CT 06103. These arbitration proceedings shall be the exclusive forum for resolving such dispute, controversy or claim.  The decision of the arbitrators shall be binding upon the parties hereto, and the expenses of the arbitration (including without limitation the award of attorneys’ fees to the prevailing party) shall be paid as the arbitrators determine, provided that the arbitrators shall in no event be authorized to award punitive, special or exemplary damages of any nature whatsoever, and any purported award of punitive, special or exemplary damages of any nature shall be subject to de novo review by any court of competent jurisdiction.  Any decision of the arbitrators shall be executory, and judgment may be entered by any court of competent jurisdiction.  Notwithstanding anything contained in this Paragraph to the contrary, RENZULLI shall have the right to institute judicial proceedings against You or anyone acting by, through or under You, in order to enforce RENZULLI’s rights hereunder through reformation of contract, specific performance, injunction or other equitable relief. RENZULLI is an Equal Opportunity Employer.