EdCuration Inc. Educator’s Agreement

This is an agreement between EdCuration Inc., a Colorado Corporation, (“EdCuration or “Company”) and the undersigned person (“Educator”). If the undersigned person is an agent for another person, whether such person is a governmental agency, a school district, an institutional organization, or a company. The undersigned hereby agrees that they are an authorized agent of the Educator with the authority to bind their principal to the terms of this Agreement.

Definitions

EdCuration Services” refers to all services provided by the Company under the EdCuration brand, including the provision of and access to any information, data, analytics, and EdCuration Software.

Educator-Specific Services” refers to those EdCuration Services meant primarily for the benefit of Educators.

EdCuration Software” refers to the EdCuration Website and any software utilized on the EdCuration Website including any updates or upgrades to the software and any related documentation the Company makes available to a User or the public in connection with EdCuration.

“EdCuration Website” refers to the main internet SaaS platform and any pages hosted by the Company under the host website of edcuration.com. EdCuration Website includes any Vendor Webpages, Product Pages, and the Vendor Dashboard.

Media” includes any videos, images, audiovisual works, audio, and Samples.

Product Page” refers to the webpage on the EdCuration Website that displays information referring to a single Product or Product line from Vendor.

Sample” refers to a document or media displaying a portion of a Product for use with marketing the Product on the EdCuration website.

“Registration” is a process where the Educator signs up as a User with EdCuration.

“Vendor” refers to a vendor or vendor of Products who has Registered with EdCuration for the purpose of marketing their Products through the EdCuration Website.

Vendor’s Products” or “Products” refers to those curriculum products, resources or tools that are teacher-facing, student-facing or both.  Materials include lesson plans, learning products, or other learning resources displayed and marketed by Vendor through Vendor’s Webpage on the EdCuration Website.

Educator Information” refers to information provided by Educator upon Educator Registration and may include the name of Educator, the school or district information, Educator’s contact information, as well as Educator’s curriculum needs historically, currently, and prospectively. The type of information required by EdCuration upon Registration may be changed at any time at the sole discretion of the Company.

Vendor Information” refers to information provided by the Vendor through the Registration process and may include the name of the Vendor, Vendor company information, identification of the Vendor’s authorized representative(s), and the Vendor’s contact information. Vendor information does include Vendor Data. The type of information required by EdCuration upon Registration may be changed at any time at the sole discretion of the Company.

“User” refers to a Registered Educator or Registered Vendor.

“User Information” or “User Data” includes Vendor Information, Educator Information, Vendor Data, or Educator Data.

 

Subscription Terms

Term of this Agreement              
This Agreement shall be binding upon the parties for as long as Educator is Registered with EdCuration (the “Registration Term”), but for no less than a minimum term of 12 months from the date of Registration. (the “Effective Date”).
This Agreement, or its subsequent revisions, will renew automatically for a period of 12 months on the last day of the Registration Term unless Educator cancels its Registration before the expiration of the Registration Term.

Payment Terms
Educator is not required to pay for access to the Educator-specific EdCuration Services.

EdCuration Services
The following is a description of the EdCuration Services provided by EdCuration for its Users. EdCuration provides subscribing Vendors with information, data, and analytics to assist Vendor in marketing its products through the EdCuration Software.

Educator Specific Services
Upon Registration, Educator will be granted full access to Vendor Webpages, and any information, Media, or features contained therein. Educator will be required to log in using Educator’s username and password to be granted access to the Educator-specific Services. After Educator has logged in, Educator will be granted access to EdCuration Software enabling Educator to perform functions like:

  • Searching and comparing Vendor’s Products.
  • Selecting and saving favorite Products.
  • Notetaking about Educator’s favorited Products.
  • Sharing Educator’s notes regarding Products.
  • Connecting with Vendors to engage Vendors regarding Products.
  • Access to Vendor-provided Media.
  • Access to EdCuration created Media, including EdCuration Website and podcasts.

Vendor Webpages
EdCuration provides Vendors with webpages hosted on the EdCuration Website for the purpose of Vendor marketing Vendor’s business (generally) and Vendor’s Products (“Product Pages”) to Educators (collectively the “Vendor Webpage”). Vendor has complete control over the Vendor-specific content displayed on Vendor’s Webpage. For more details on allowable content on Vendor’s Webpage, please refer to the EdCuration Website.

Vendor Dashboard

Registered Educators
The Vendor Dashboard is a service provided to Vendors with all levels of Vendor Subscriptions. Through the Vendor Dashboard, EdCuration will provide Vendor with Educator Information, Educator Data, and analytics related to the performance of Vendor’s Products, Vendor’s Webpage, Educator Information, Educator Data, and EdCuration Services. With each higher Subscription level EdCuration will grant Vendor access to additional information. The type and breadth of information, data, and analytics provided through the Vendor Dashboard (“Dashboard Data”) is at the sole discretion of EdCuration and subject to unilateral change by EdCuration at any time. EDCURATION DISCLAIMS ANY WARRANTY AS TO THE COMPLETENESS, ACCURACY, OR TIMLINESS OF ANY INFORMATION, DATA, OR ANALYTICS PROVIDED AS PART OF THE EDCURATION SERVICES, INCLUDING AS PROVIDED THROUGH THE VENDOR DASHBOARD.

Access to Vendor Dashboard
Access to the Vendor Dashboard and any Educator Information, Educator Data, Vendor Information, or Dashboard Data is conditioned upon Registration, Subscription, and payment by the Vendor. After Vendor has Registered with EdCuration and is paid in full for its Subscription, EdCuration will provide Vendor with login information for access to the Vendor Dashboard. Please note that the breadth of Dashboard Data accessible by Vendor depends on Vendor’s Subscription level.

A La Cart Access
Upon request by Vendor, EdCuration may grant Vendor access to certain information and data not included in the Vendor’s effective Subscription level on an a la carte basis. Pricing of this information is made on a case-by-case basis, and in the sole discretion of EdCuration.
EdCuration may provide Educator Information, Data, and analytics referring to:

Trending Searches
EdCuration may provide Vendors with Educator Information and Educator Data related to searches conducted by Educator through the EdCuration Website.

Log-In information
EdCuration may provide Vendors with Dashboard Data regarding the total number of User log-ins to the EdCuration platform. For purposes of this service, total log-ins refers to data regarding log-ins by Educators.

Search Activity for Vendor’s Products & Vendor Webpage Views
EdCuration will provide Vendors with Dashboard Data regarding the number of searches for Vendor’s Products and similar products. Such Dashboard Data may include geographical data, follow-up from searches, number of Vendor Products’ page views, number of media views or downloads concerning Vendor’s Products, number of favoriting and noting of Vendor’s Products by Educators.

Please refer to the EdCuration Privacy Policy for a description of the information, data, and analytics provided by EdCuration to Users through EdCuration Subscriptions.

Lead Generation
One of the EdCuration Services is the furnishing of Educator Information for potential buyers of Vendor’s products (“Leads”). As part of the Educator Registration process, EdCuration collects Educator Information. Vendor Webpages will have a button allowing Educators to state their interest in the Vendor or Vendor’s Products. If Educator clicks the button, the Educator’s contact information will be forwarded to Vendor. EdCuration may implement internal processes to match Vendor with Leads using Vendor Data, Dashboard Data, Educator Information, and Educator Data collected by EdCuration.

User Information is supplied by and input by the Users and not by EdCuration. EDCURATION DOES NOT WARRANT THE COMPLETENESS, TIMELINESS, OR ACCURACY OF ANY USER INFORMATION, INCLUDING BUT NOT LIMITED TO CONTACT INFORMATION, THE NAME OF THE USER, THE AUTHORITY OF THE NAMED REPRESENTITIVE, OR THE EDUCATOR’S SCHOOL DISTRICT OR COMPANY INFORMATION. THROUGH THIS AGREEMENT, USER AGREES TO DISCLAIM ANY WARRANTY  AS TO THE COMPLETENESS, TIMLINESS, OR ACCURACY OF ANY INFORMATION REGARDING ANY OTHER USER. FURTHERMORE, EDUCATOR AGREES TO HOLD HARMLESS EDCURATION FROM ANY DAMAGES, LOSSES RELATED TO ANY USER OR PRODUCT INFORMATION PROVIDED BY EDCURATION BY A USER, INCLUDING EDUCATOR.

The EdCuration Website
Upon Registration by Educator, it is Educator’s responsibility to verify the completeness, timeliness, and accuracy of any Educator Information. Educator hereby represents that any information provided to EdCuration by Educator is truthful and complete to the best of Educator’s knowledge. EdCuration will make available to Educator a means of changing Educator’s Information at any time during the Registration Term.

It is Vendor’s responsibility to verify the completeness, timeliness, and accuracy of any Vendor Information, including content on Vendor Webpage, and any information regarding Vendor or Vendor’s Products. Vendors are in control of any publicly-facing information displayed on the Vendor Webpage through the EdCuration Website.

The format of the EdCuration Website is at the sole discretion of the Company and may be changed or modified by EdCuration at any time, with or without notice to Users.
 
Educator will be granted access to Media displayed on The EdCuration Website. EdCuration makes no claim as to the ownership, accuracy, completeness, or timeliness of any Vendor Media. Vendors are prohibited from providing EdCuration with any lewd, discriminatory, pornographic, or otherwise distasteful Media. EdCuration reserves the right to remove any Media from the EdCuration website at its sole discretion with or without notice to Vendor. As part of the Educator-specific Services, EdCuration may grant Educator the to create and post content, including Media to the EdCuration Website.  Educator grants ownership of any content or Media posted to by Educator to EdCuration immediately upon posting and in perpetuity.

Educator warrants that any content or Media posted by Educator is the intellectual property of Educator or licensed by Educator by the owner of any third-party intellectual property and that EdCuration may display such content or Media for public display. Educator agrees to indemnify EdCuration against any infringement claims brought by Educator or any third party resulting from Educator’s posting of any content or Media on the EdCuration Website.
EdCuration Not a Sales Platform

The purpose of EdCuration is to connect Vendors with purchasers of Vendor’s products through the EdCuration Website, the provision of Dashboard Data, Educator Information, Educator Data, and Vendor Information to both Vendors and Educators. EdCuration is not a sales platform, in that no sales between Vendors and Educators will be conducted through the EdCuration Website or EdCuration Software.

The responsibility to affect sales of Vendors’ Products is the sole responsibility of the Vendors. EdCuration does not have a role in the sales process other than providing a platform Vendors to market their Products to potential buyers of Products, and for Educators to browse and gain information regarding the Products. Educator agrees to hold EdCuration harmless and to waive any and all claims against EdCuration which may arise from a sales transaction between Vendor and a buyer or potential buyer.

Copyrights, Trademarks, Patents
Registration or use of the EdCuration Website or EdCuration Services does not give Educator the right to frame, use, or reproduce any of EdCuration copyrighted material, trademarks, service marks, or other proprietary rights or material, or to use any of EdCuration’s patents, except as expressly permitted in writing by EdCuration.

License; EdCuration Software 

The following license applies to Educator’s access and use of EdCuration Services. Subject to Educator’s compliance with the Agreement and payment of any applicable fees, EdCuration or its content providers grant Educator a limited, non-exclusive, non-transferable, non-sublicensable license to access and use EdCuration Software and EdCuration Services. Educator may not use data mining, robots, or similar data gathering and extraction tools in connection with EdCuration, nor may you download or copy EdCuration information, including any collection of product listings, descriptions, reviews, or prices without our consent or for the benefit of another User. The following terms apply to Educator’s use of EdCuration Software.

Educator may use EdCuration Software solely for purposes of enabling Educator to use EdCuration Services, as permitted by the Agreement. Educator may not incorporate any portion of the EdCuration Software into other programs or compile any portion of it in combination with other programs, or otherwise reproduce, duplicate, copy (except to exercise rights granted in this section), modify, exploit, create derivative works of, distribute, sell, resell, assign any rights to, or license the EdCuration Software in whole or in part (including any features of EdCuration Services). All software used in EdCuration Services is the property of EdCuration or its software suppliers and is protected by U.S. and international copyright Laws. Educator may not make any derivative use of EdCuration Services without the express written consent of EdCuration.

Use of Third Party Services
When Educator uses the EdCuration Services, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile software provider. Educator’s use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.

No Reverse Engineering. 
Educator may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with the EdCuration Software, whether in whole or in part.

Updates
EdCuration may modify or adjust EdCuration Software, the format of the EdCuration Website, or the EdCuration Services at any time with or without notification to Educator.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
ALL EDCURATION SERVICES (INCLUDING THE EDCURATION SOFTWARE), INFORMATION, CONTENT, MATERIALS, AND OTHER PRODUCTS OR SERVICES MADE AVAILABLE TO USERS THROUGH THE EDCURATION WEBSITE AND OTHERWISE ARE PROVIDED BY THE COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SUCCESS OF EDUCATOR’S BUSINESS, THE FURTHERANCE OF EDUCATOR’S INTENTIONS, OR SALES/PURCHASES OF VENDOR’S PRODUCTS, OR THE FULFILLMENT OF EXPECTATIONS OF VENDOR OR EDUCATORS, OR EDCURATION IN GENERAL. EDCURATION SPECIFICALLY DISCLAIMS ANY WARRANTY OF COMPLETENESS, ACCURACY, OR TIMELINESS OF THE INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USERS THROUGH THE EDCURATION WEBSITE, THROUGH THE COMPANY or by the Company, UNLESS OTHERWISE SPECIFIED IN WRITING.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR USE, AS WELL AS ANY WARRANTIES OF AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE. THE COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY THAT THE COMPANY’S PROPERTY, INCLUDING ALL PRODUCTS AND SERVICES ASSOCIATED WITH EDCURATION, DOES NOT INFRINGE UPON ANY THIRD-PARTY’S INTELLECTUAL PROPERTY RIGHTS.  THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE EDCURATION SERVICES AND/OR ANY INFORMATION PROVIDED THROUGH THE EDCURATION SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

UNLESS OTHERWISE SPECIFIED IN WRITING, THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE COMPANY’S PRODUCTS OR EDCURATION SERVICES, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO EDUCATOR OR TO ANY THIRD-PARTY THROUGH EDUCATOR INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR OTHERWISE RELATED TO VENDORS’, EDUCATORS’, OR ANY THIRD PARTY’S, USE OF OR INABILITY TO USE THE EDCURATION WEBSITE OF EDCURATION SERVICES INCLUDING THE COMPANY WEBSITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
EDUCATOR ACKNOWLEDGES THAT CONTRACTING WITH EDCURATION IS AT EDUCATOR’S SOLE RISK. USER ASSUMES ALL RESPONSIBILITY FOR THE ACCURACY, TIMELINESS, COMPLETENESS, APPROPRIATENESS, AND LEGALITY OF ANY INFORMATION OR MEDIA USER SUPPLIES TO THE COMPANY. IN ADDITION TO OTHER LIMITATIONS AND EXCLUSIONS IN THIS AGREEMENT, IN NO EVENT WILL EDCURATION DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO A USER OR TO A THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OR LOSSES OF ANY KIND, ARISING OUT OF OR RELATED TO THE COMPANY’S PROVISION OF EDCURATION SERVICES OR PRODUCTS.

THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY IN VENDOR’S STATE OF RESIDENCE, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Remedies
If EdCuration has a reasonable basis to believe that Educator has breached any provision of this Agreement, the Company may unilaterally and at its sole discretion, terminate this Agreement and/or revoke Educator’s access to the EdCuration Services, any licenses granted to Educator, in whole or in part. If such termination or revocation should occur, Educator agrees to hold the Company harmless for any damages or losses actually sustained or anticipated by Educator resulting from the termination.

If the Company terminates this Agreement, the Company will not refund Educator any amounts paid to EdCuration.

Educator recognizes and agrees that the Company would be irreparably injured by any violation or breach by Educator of any of the covenants and agreements in this Agreement and that the Company would have no adequate remedy at law in the event of any such breach or violation.  Therefore, Educator acknowledges and agrees that the Company may, in addition to the other remedies that may be available to it at law, obtain injunctive relief without necessity of a bond prohibiting Educator (together with all those persons associated with him) from the breach of such covenant and agreement.

Indemnification
Educator acknowledges and agrees that (a) if the Company is made a party or is threatened to be made a party to any action, suit or proceeding of any kind or any threatened action, suit or proceeding of any kind, by reason of any act taken or committed by Educator, or omission of any act by the Educator, including but not limited to any act that constitutes a breach of any provision of this Agreement; or (b) if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information is made or is threatened to be made that arises out of or relates to the Educator’s acts, and the Educator is found to be at fault, then the Educator shall promptly fully indemnify and hold the Company completely harmless against any and all costs, expenses, liabilities and losses incurred or suffered by the Company in connection therewith or in connection with seeking to enforce its rights under this Agreement, and the obligation to indemnify and hold the Company harmless under this Agreement shall continue even after any Subscription Term ceases. If Educator is found to be in breach of this Agreement, Educator agrees to pay any and all attorney’s fees, court costs, arbitration costs, mediation costs, or other costs incurred by the Company in enforcing this Agreement.

Arbitration
The parties agree that any and all claims, controversies, breaches or disputes arising from or related to this Agreement, including those pertaining to the formation, construction, performance, applicability, interpretation, or enforceability of this Agreement, or any claim or assertion that all or part of this Agreement is void or voidable, shall be settled by binding arbitration according to the procedures of Colorado Mediators & Arbitrators. The Federal Arbitration Act shall govern the interpretation, enforcement and proceedings pursuant to the arbitration clause in this agreement.  The arbitrator may consider the testimony and evidence presented by the parties through any or all of the following types of hearings: documentary hearing, teleconference hearing, or through a standard scheduled hearing physically-attended by the parties and legal counsel if any.  Any standard arbitration hearing that requires the parties’ physical presence shall be held in Denver, Colorado. The parties also agree that any award tendered by the arbitrator may be entered as a judgment in the United States court in and for the district within which such award was made and enforceable as an order of said court and the Parties hereby submit to the venue and jurisdiction of that court for purposes of enforcement of any arbitration award.

Notices 
All notices, requests, demands and other communications given under or by reason of this Agreement shall be in writing and shall be deemed given (i) upon delivery when delivered in person, (ii) as of 2:00 p.m. on the day after being delivered to a nationally recognized overnight courier; (iii) upon transmission thereof and receipt of the appropriate answerback when delivered by facsimile transmission or by email; or (v) 72 hours after being placed in a depository of the United States mails when delivered by certified mail (return receipt requested), postage prepaid, addressed as follows (or to such other address as a party may specify by notice pursuant to this provision):

(a)        If to the Company:
EdCuration Inc. RE: Notices
2520 Fossil Trace Court
Golden, CO 80401

OR

emma@EdCuration.com

(b)       If to Educator: (to address provided to Company)

Emails From EdCuration
By Registering with EdCuration, User agrees to receive emails from EdCuration at the email address provided by user upon Registration. These emails may include updates to EdCuration products or services, User Pages, Vendor Products or Webpages, promotional content promoting EdCuration Services or Vendors’ products or services, or other notifications related to the EdCuration Services. User may opt-out of receiving emails from EdCuration by contacting emma@edcuration.com via email with a subject line containing the words “Opt Out” or something similar indicating the User’s desire to cease receiving emails from EdCuration. Upon reception of the “Opt Out” email, EdCuration will remove User’s email within 10 business days.

Entire Agreement and Amendments
This Agreement contains the entire agreement relating to the matters contained herein and supersedes all prior agreements and understandings, oral or written, between Educator and the Company with respect to the subject matter hereof.  This Agreement may be amended or modified by the Company, at the sole discretion of the Company. If the Company modifies this Agreement in any material way, Educator will be promptly notified.

Effect of Agreement 
This Agreement shall be binding upon Educator and the Educator's heirs, executors, administrators, legal representatives and assigns and upon the Company and its respective successors and assigns.

Severability
If any provision of this Agreement is rendered or declared illegal, invalid or unenforceable by reason of any existing or subsequently enacted legislation or by the final judgment of any court of competent jurisdiction, Educator and the Company shall promptly meet and negotiate substitute provisions for those rendered or declared illegal or unenforceable to preserve the original intent of this Agreement to the extent legally possible, but all other provisions of this Agreement shall remain in full force and effect.

Assignments
The Company may assign this Agreement to any person or entity succeeding to all or substantially all the business interests of the Company by merger or otherwise.  The rights and obligations of Educator under this Agreement are personal to him, and no such rights, benefits or obligations shall be subject to voluntary or involuntary alienation, assignment or transfer.

Survival
Educator's obligations set forth in this Agreement shall survive the termination of this Agreement by either party, or the expiration of the Subscription Term, whether such termination is voluntary or involuntary.  The Educator acknowledges that the Company is entitled to communicate to any future party or potential party the obligations of Educator under this Agreement.

Headings
The headings of Sections hereof are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

Governing Law
This Agreement shall be governed by and construed in accordance with the substantive laws of the Great State of Colorado (without regard to conflicts of law principles).

Waiver of Breach
The waiver by either party of a breach of any provision of the Agreement by the other party shall not operate or be construed as a waiver by such party of any subsequent breach by such other party.

Counterparts
This Agreement is being executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


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