1. GRANT OF LICENSE
The PRODUCT is a school related subscription-based service intended to be used for the purposes of Montessori school administration, teacher classroom management, and parent or student school-related communication. This subscription service is at the discretion of each school and may or may not automatically renew and be charged on either a monthly or annual basis, based on the Account Owner’s selection with the school administration. MC will grant a paying LICENSEE the limited, revocable, non-transferable, and non-exclusive right to use the PRODUCT on an Internet-enabled device for the purposes set forth above. Only actively registered Montessori school administrators, directors, teachers, guides, service providers, material providers, staff members, and school registered parents/guardians of currently enrolled students are eligible to use the PRODUCT. CURRICULAR and EXTRA-CURRICULAR CONTENT related to the PRODUCT are not permitted to be used, shared, or distributed via electronic or paper format outside of the SOFTWARE.
All title, ownership rights, copyright, and intellectual property rights to the PRODUCT shall remain exclusive property of MC. This includes all three (3) components of the PRODUCT: (1) the SOFTWARE, the CURRICULAR/EXTRA-CURRICULAR, and the CONTENT. The PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The PRODUCT is licensed, not sold. There is no transfer to LICENSEE of any title to or ownership of the PRODUCT and the license granted under this agreement should not be construed as a sale of any right associated with the PRODUCT.
3. DESCRIPTIONS OF RIGHTS AND LIMITATIONS
(a) Maintenance of Copyright Notices.
LICENSEE must not remove or alter any copyright notices on any and all copies of the PRODUCT.
LICENSEE may not rent, lease, lend, or share access to the PRODUCT with unauthorized third parties that are not presently employed school staff members or school-approved service providers, merchants, parents/guardians of currently enrolled students.
(c) Prohibition on Decompilation, Reverse Engineering and Disassembly.
The PRODUCT in source code form remains a proprietary and confidential trade secret of MC and will be protected to the fullest extent of the law. LICENSEE may not reverse-engineer, decompile or disassemble the PRODUCT or make any attempt to discover the source code to the PRODUCT. Except as expressly permitted in this agreement, the PRODUCT and may not be used, copied, translated, redistributed, retransmitted, published, sold, marketed, sub-licensed, pledged, assigned, disposed of, encumbered, transferred, altered, modified or enhanced, whether in whole or in part, nor may LICENSEE create derivative works from or based on the PRODUCT. LICENSEE may not remove any proprietary notices, marks or labels from the PRODUCT.
(d) Modifications of CURRICULAR and EXTRA-CURRICULAR.
The CURRICULAR and EXTRA-CURRICULAR CONTENT associated with the PRODUCT is the result of a collaboration between MC and the Bilingual Montessori School of Paris (BMSP). LICENSEE is not granted ownership of any kind to this CURRICULAR and EXTRA-CURRICULAR CONTENT. During the period of its paid subscription, LICENSEE is permitted to use CURRICULAR and EXTRA-CURRICULAR CONTENT within the SOFTWARE for the purposes set forth above. LICENSEE is permitted to modify existing CURRICULAR and EXTRA-CURRICULAR at its discretion for use within the PRODUCT. LICENSEE may also choose to remove existing CURRICULAR and/or EXTRA-CURRICULAR CONTENT entirely and import its own custom CURRICULAR and/or EXTRA-CURRICULAR CONTENT. LICENSEE is responsible for documenting its own custom CURRICULAR and/or EXTRA-CURRICULAR CONTENT outside of the PRODUCT. MC will not export in digital or paper format a school-modified CURRICULAR or EXTRA-CURRICULAR CONTENT if it retains any aspect of the existing CURRICULAR or EXTRA-CURRICULAR CONTENT.
(e) Support Services.
MC will provide LICENSEE with support services related to the PRODUCT. Any supplemental PRODUCT, messaging content, media, documentation, files or other intellectual property provided to LICENSEE as part of the support services shall be considered part of the PRODUCT and subject to the terms and conditions of this agreement.
(f) Compliance with Applicable Laws.
LICENSEE agrees to comply with all applicable laws regarding the use of this PRODUCT.
5. LIMITATION OF LIABILITY
To the fullest extent permitted by law: (i) MC shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses; and (ii) MC’s total liability to user shall not exceed the amounts paid by LICENSEE to MC or the school over the twelve months preceding your claim(s).
LICENSEE will indemnify, defend, and hold harmless MC & BMSP and its affiliates, directors, officers, employees, and agents, from and against all third party actions that: (i) arise from your activities using the PRODUCT; (ii) assert a violation by LICENSEE of any term of this Agreement; or (iii) assert that any content you published to PRODUCT violates any law or infringes any third party right, including any intellectual property or privacy right.
The “Account Owner” (whether the school administrator or staff member who activated the school’s account or the parent/guardian, Service Provider, or Merchant presently listed as “Account Owner”) is responsible for cancellation of the school’s recurring monthly or annual subscription to Montessori Connect. The Account Owner is also wholly responsible for any payment or subscription transactions with 3rd party Service Providers or Merchants who may offer family educational services and materials. To cancel an account, the Account Owner should email MontessoriConnect.Global@gmail.com with a cancellation request and cancellation date. To avoid additional recurring subscription fees (if any), this email should be sent in advance of the next billing date. For security purposes, the cancellation request must be sent from the email address that is listed on the “Account Owner” profile. If you are unable to access the current Account Owner email address, please contact MC support for more information on how to update this email address. Once an account has been cancelled, MC will permanently delete all data related to that account. The cancellation will take effect immediately and the account owner will have access to the PRODUCT. The account will remain accessible to all users through the end of the current paid term. There will be no refunds or credits for partial use of the service for either monthly or annual subscribers. In order to treat all customers equally, no exceptions will be made to this policy. Prior to cancellation, we recommend you export any personal data. You may also request a record keeping export, containing a list of record keeping entries for your students. Upon cancellation, you may not export nor have continued access of any kind to CURRICULAR or EXTRA-CURRICULAR CONTENT that is part of the PRODUCT.
Without prejudice to any other rights, MC may terminate an account at any time if LICENSEE fails to comply with the terms and conditions set forth in this agreement. In such event, LICENSEE agrees to permanently destroy any part of the PRODUCT in its possession.
9. GOVERNING LAW
This agreement shall be governed by the laws of France, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.
Any action arising out of or relating to this agreement or LICENSEE’s use of the PRODUCT must be commenced in the french courts located in Paris, France and LICENSEE agrees to consent to the jurisdiction of those courts. In any such action, both parties irrevocably waive any right to a trial by jury.
11. SEVERABILITY; WAIVER; REMEDIES
If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this agreement. No failure or delay by MC in exercising any right hereunder will waive any further exercise of that right. MC’s rights and remedies hereunder are cumulative and not exclusive.
12. SUCCESSORS; ASSIGNMENT; NO THIRD-PARTY BENEFICIARIES
This agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. LICENSEE may not assign this agreement without MC’s prior written consent. No third party shall have any rights hereunder.
LICENSEE consents to receive all communications including notices, agreements, disclosures, or other information from MC electronically. MC may provide all such communications by email or by posting them in the PRODUCT. For support-related inquiries, you may send an email to MontessoriConnect.Global@gmail.com . For legal-related inquiries, address in the header: Maitre Marc Jobert.
Nothing herein shall limit LICENSOR’s right to object to subpoenas, claims, or other demands.