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Terms of use

PLEASE READ THESE TERMS CAREFULLY. IF YOU ELECTRONICALLY ACCEPT THESE TERMS, OR OTHERWISE USE THE SPEKTRA SYSTEMS SERVICES, REPORTS, OR SOFTWARE (COLLECTIVELY, THE “SERVICE”), YOU AGREE TO BE BOUND BY ALL OF THESE TERMS (THE “AGREEMENT”) AS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SPEKTRA SYSTEMS LLC (“SPEKTRA SYSTEMS”). IF YOU DO NOT ACCEPT THE TERMS, YOU ARE NOT PERMITTED TO USE THE SERVICE. IF YOU ARE ENTERING THIS AGREEMENT AS AN EMPLOYEE OR REPRESENTATIVE OF YOUR EMPLOYER, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND SAID EMPLOYER OR OTHER LEGAL ENTITY TO THIS AGREEMENT AND THE TERM “YOU” INCLUDES YOUR EMPLOYER AND ANY OTHER PARTY ON WHOSE BEHALF YOU ACT. IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUNDBY THIS AGREEMENT OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR OTHER LEGAL ENTITY, PLEASE DO NOT ACCEPT THIS AGREEMENT OR ACCESS OR USE THE SERVICE. YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. IF YOU PROVIDE OR MAY PROVIDE A SERVICE SIMILAR TO THE SERVICE PROVIDED BY SPEKTRA SYSTEMS, YOU ARE STRICTLY PROHIBITED FROM ENTERING INTO THIS AGREEMENT.

IF YOU AREENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY (INCLUDING IF YOU ARE SCHOOL PERSONNEL ENTERING ON BEHALF OF YOUR SCHOOL), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU”,”YOUR” OR “USER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.-IF YOU ARE A PARENT OF CHILD UNDER 13 AND IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

Provision of Service
 
This Agreement describes the terms and conditions upon which Spektra Systems will provide the Service, CloudLabs.AI, to you. Subject to your payment of the applicable fees and your compliance with this Agreement, Spektra Systems will provide the Service to you as described herein. In order to use the Service, you will be given access to the service. You must safeguard your user name and password and keep them confidential, and you will be responsible for any use of the Service by means of your user name and password.

Age Specific Uses of the Site:

The Service is available to all Users, including to individuals under the age of 18. Individuals under the age of 13 may not register for accounts to use the Service, without permission from parents, guardians, or other authorized Users who are
 
legally authorized to act on behalf of parents under state or federal law (collectively “Parent”) as defined herein. Individuals under the age of 13 are prohibited to agree to terms and conditions, Privacy Policy including this Agreement. If the User is a Parent, they may grant consent and permission for individuals under the age of 13 to access and use the Service on behalf of the minor. If so, then such individuals under the age of 13 may use the Service provided the Parent agrees to the Terms. Younger visitors should always check with their Parent before entering information on any website or mobile application, and we encourage families to discuss their household guidelines regarding the online sharing of information.
 

Licenses by Spektra Systems

  1. Software License. Subject to the terms of this Agreement, Spektra Systems grants you a non-exclusive, non-transferable license to use Spektra Systems’s SaaS Service, and any upgrades and updates to such software made available by Spektra Systems from time to time (collectively, the “Software”), solely for use in connection with use of the Service and only during the Term (as defined herein).
  2. Documentation License. Subject to the terms of this Agreement, Spektra Systems grants you a non-exclusive, non-transferable license to use the accompanying Software documentation (“Documentation”) in connection with your use of the Software.
  3. Reports License. Subject to the terms of this Agreement, Spektra Systems grants you a non-exclusive, non-transferable license to use and disclose to your end customers the reports containing the analysis of Customer Data in Customer Systems (defined below) provided by the Service (“Reports”), solely related to and for the benefit of your end customers, which Report you may disclose only to such end customer that is the subject of the Customer Data.
  4. You acquire no right, title, or interest to the Software, Documentation, or Reports except the limited license described in this Section.

Your Data

In providing the Service to you,Spektra Systems will collect and analyze data (“Customer Data”) from Customer Systems. Spektra Systems does not analyze or collect any information held within the files stored on Customer Systems, and such information does not constitute Customer Data forthe purposes of this Agreement. You agree that Spektra Systems may collect and store Customer Data for the purposes of delivering the Service to you, and that you have all necessary rights in and to the Customer Data to grant this license to Spektra Systems.Spektra Systems will keep the Customer Data confidential, use it to deliver the Service to you, for and not disclose it to any third party except Spektra Systems employees and contractors who have entered into binding agreements with Spektra
 
Systems that contain non-disclosure obligations equivalent to those set forth in this Agreement. Spektra Systems may aggregate Customer Data with data from other Spektra Systems customers and third parties to create aggregated data that does not identify any individual customer or the metrics or information pertaining to any individual customer or its network (“Aggregated Data”).Spektra Systems will own all rights to Aggregated Data, and has the irrevocable right to maintain, store, use and disclose Aggregated Data.Your data is subject to the “Standard Contractual Clauses” pursuant to the European Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under the EU Data Protection Directive. In countries where regulatory approval is required for use of the Standard Contractual Clauses, the Standard Contractual Clauses cannot be relied upon under European Commission 2010/87. The Contractual Clauses can be found here.
 
OWNERSHIP/CONTROL OF STUDENT’S PII (PERSONALLY IDENTIFIABLE INFORMATION):

 

You shall retain all title to and ownership of and all proprietary rights with respect to User Data, and shall be solely responsible for its use thereof. You are also responsible for securing and backing up Your User Data. You hereby grant CloudLabs a worldwide, royalty-free, and non-exclusive license to access and use User Data for the sole purpose of enabling CloudLabs to provide the Services, and for the limited purposes set forth in the Privacy Policy.

Feedback

Upon request by Spektra Systems, you will provide Spektra Systems with reasonable information about your use and evaluation of the Service, including, without limitation, any errors, logs, usage statistics or problems in the Service and any information reasonably necessary for Spektra Systems to evaluate such errors or problems, test results and performance data, information relating to the compliance of the Service with documentation, specifications or functionality and comparison with other software or products (collectively, “Evaluation Data”). Without limiting the foregoing, you irrevocably consent to Spektra Systems’s collection of Evaluation Data and any other information and data relating to your use of the Service, by variousmeans (including without limitation through the Service), without any further notice to, or consent of, you.

Restrictions

You may NOT:

(i) make any copies of all or any part of the Software or otherwise reproduce the Software except for archival copies aspermitted by the United States Copyright Act;

(ii) copy or modify all or any part of the Documentation or distribute it to third parties;

(iii) use any portion of the Service in connection with a service-bureau, time sharing or fee-for-service arrangementwith third parties, or otherwise provide the benefit of the Service to any third party;

(iv) unless otherwise permitted by applicable local law, decompile, decrypt, disassemble, reverse engineer or otherwise discover the source code for the Software, or attempt to disable or defeat any locking mechanism within the Software;

(v) modify the Software, incorporate any portion of the Service in whole or in part in any other product or create derivative works based on all or any part of the Service;

(vi) remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Service; or

(vii) export the Service or use the Service in any country other than that in which it was obtained;

(viii) use any robot, spider, scraper, or other automated means to access the Service for any purpose;

(ix) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities,

(x) use the functionality of any part of the Service, in whole or in part, in a manner which competes directly or indirectly with Spektra Systems’s Service; or

(xi) use the Service in any unlawful manner or in breach of this Agreement.

Competitive Nature

Notwithstanding any provision contained in this Agreement, in the event that you compete with or provide services which compete with the Spektra Systems Service, you are strictly forbidden to enter into this Agreement. You may not use or copy by any means functionality of any part of the Spektra Systems Service, in whole or in part, including without limitation, the Reports, the content found on Spektra Systems’s website, webinars, or any and all other virtual and non-virtual sites, or the Documentation, which incorporate the intellectual property of Spektra Systems, in a manner will violate any and all laws. In the event that you have violated this Agreement, and in particular the terms set forth in this section 8, we hereby reserve any and all necessary legal actions and recourse to enforce Spektra Systems’srights according to this Agreement, including seeking punitive damages.

Ownership, Non-Disclosure

Spektra Systems owns and will retain all right, title and interest, including without limitation all copyright, trademarks, trade secret, patent and other proprietary rights, in and to the Service, Software, Reports, Documentation, Evaluation Data and Aggregated Data (the “Proprietary Materials”).
 
You shall keep confidential and not disclose, sell, lease, transfer, sublicense, dispose of, or otherwise make available the Proprietary Materials or any portion thereof, in source or object code, to any third party other than your employees who need access to the Proprietary Materials in order to use the Service and exercise your license rights granted herein.
 
You agree that dissemination of the Proprietary Materials in breach of this Agreement would cause irreparable harm to Spektra Systems for which monetary compensation alone would be inadequate, and Spektra Systems is entitled to seek injunctive relief prohibiting any such dissemination, in addition to monetary damages and all other remedies available at law or in equity.
 
 This Agreement is NOT a sale of the Proprietary Materials or any copy of them. You obtain only such rights as are provided in this Agreement.
 
Term; Enforcement of Terms; Termination
 
The Service is provided on a pay-as-you-go basis for a period of one (1) month (“Subscription Period”) automatically renewable for successive Subscription Periods unless either party provides the other with at least thirty (30) business days written notice prior to the end of any Subscription Period of its intent not to renew, or this Agreement is terminated in accordance with this Section 8 (each a “Renewal Term”, and together with the Initial Term, the “Term”).
 
This Agreement shall become effective on the earlier of
(i) the date that you commence access to or use of the Service; or
(ii) the date that we receive payment of the applicable subscription fee. Notwithstanding the foregoing, if you breach or fail to fulfill any of your obligations under this Agreement, Spektra Systems may pursue all available legal remedies to enforce this Agreement, and Spektra Systems may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you hereunder.
 
You agree that Spektra Systems’s licensors referenced in the Software are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. This License is effective until terminated. This Agreement will terminate immediately without notice from Spektra Systems if you fail to comply with any of its provisions. Upon termination you must destroy and uninstall the Software and all copies thereof, and you may terminate thisLicense at any time by doing so.
 
Free Trial Period
Spektra Systems may, in its sole discretion and on a case to case basis, offer a free, no-obligations trial period of the Service (“Trial Period”) to its users. The Trial Period will commence on the initial date of the access or use of the Service and will conclude at the end of the trial period displayed on the Site (as amended from time to time), or sooner if
 
(i) the account is upgraded by beginning to pay the applicable subscription fees, or
(ii) if theuse of the Service is terminated in accordance with this Agreement. You acknowledge and agree that this Agreement is applicable and binding upon you during the Trial Period and that Spektra Systems (i) does not make any commitments in connection with the Service; and (ii) may send you, subject to your opting out, communications and other notices about the Service to your email address. Spektra Systems reserves the right to modify, cancel and/or limit this Trial Period offer at any time.
 
U. S. Government Users
Pursuant to the policy stated at 48 CFR 227.7202-1, U.S. Government users acknowledge that
(i) the Software is commercial computer software,
(ii) this Agreement embodies the licenses customarily used by Spektra Systems for licenses in Software granted to the public, and
(iii) the licenses set forth herein shall apply to all possession, use and duplication of the Software by the Government, except to the extent which such licenses are inconsistent with Federal procurement law.
 
Use of Subcontractors
Spektra Systems may hire subcontractors to provide services on its behalf. Any such subcontractors will be permitted to obtain Your Data to deliver the services Spektra Systems has retained them to provide and will be prohibited from using Your Data forany other purpose. Spektra Systems remains responsible for its subcontractors’ compliance with Spektra Systems’s obligations with this Agreement.
 
Fees
Your access to and use of the Service is subject to your timely, up-front payment in full of the subscription fees set forth in the Order Form (which are based on the amounts displayed on the Site). Spektra Systems reserves the right upon thirty (30) days notice to you to increase the subscription fees payable for the next Renewal Term(s) to Spektra Systems’s ‘s then-current subscription fees, as displayed on the Site, for access to and use of the Service.
 
All fees shall be paid in US Dollars, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. Overdue payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. If you authorize the charging of the applicable subscription fees to your credit card, we will charge the credit card account that you authorize and will continue to charge that card (or any replacement card) during each Renewal Term. If payment is not received from your card issuer, you agree to promptly pay all amounts due upon demand.
 
Limited Warranty and Disclaimer
SPEKTRA SYSTEMS WARRANTS THAT, DURING THE PERIOD THAT YOU HAVE PAID APPLICABLE FEES AND REMAIN IN COMPLIANCE WITH THIS AGREEMENT, THE SERVICE WILL OPERATE IN SUBSTANTIAL CONFORMANCE WITH THE FUNCTIONALITY CURRENT AT THE TIME OF SHIPMENT. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SERVICE TO ACHIEVE YOUR INTENDED RESULTS. YOU ACKNOWLEDGE THAT THE SERVICE DOES NOT INCLUDE THE IMPLEMENTATION OF ANY ACTIONS OR DECISIONS ON YOUR BEHALF AND YOU ARE SOLELY RESPONSIBLE FOR TAKING OR NOT TAKING ACTIONS OR DECISIONS ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AS WELL AS FOR THE CONSEQUENCES THEREOF. NEITHER SPEKTRA SYSTEMS NOR ITS LICENSORS MAKE ANY WARRANTIES WITH RESPECT TO THIRD PARTY SOFTWARE INCLUDED IN THE SOFTWARE. EXCEPT FOR THE FOREGOING WARRANTY, SPEKTRA SYSTEMS PROVIDES THE SERVICE AND SOFTWARE TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPEKTRA SYSTEMS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. SPEKTRA SYSTEMS DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY INFORMATION, RESULTS, OR ADVICE THAT YOU OBTAIN THROUGH THE SERVICE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. SPEKTRA SYSTEMS’S LICENSORS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE. IN NO EVENT SHALL SPEKTRA SYSTEMS BE LIABLE FOR ANY BREACH OF THIS AGREEMENT TO THE EXTENT SUCH BREACH IS OUTSIDE ITS REASONABLE CONTROL.
 
Limitation of Liability
IN NO EVENT SHALL SPEKTRA SYSTEMS OR ITS LICENSORS AND ANY OF THE RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER AFFILIATES OF SPEKTRA SYSTEMS BE LIABLETO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL), WHETHER OR NOT SPEKTRA SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SPEKTRA SYSTEMS’S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OR POSSESSION OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED THE AMOUNT OF THE FEES YOU HAVE PAID FOR THE SERVICE PROVIDED UNDER THIS AGREEMENT DURING THE LAST SIX (6) MONTHS PRIOR TO THE CLAIM.
 
Privacy Policy and Site Terms of Use
You acknowledge and agree that your
 
(i) use of the Service, including, without limitation, Customer Data and other information transmitted to or stored by Spektra Systems, is governed by the Spektra Systems Service privacy policy atprivacy-policy(“Privacy Policy”); and
(ii) your use of the Site is also subject to the Spektra Systems Site terms of use at http://www.Spektra Systems.com/terms-of-use/ (“Site Terms of Use”). To the extent of any inconsistency or conflict between this Agreement and the Site Terms of Use, this Agreement shall prevail.
 
Please see our FERPA(Family Educational rights and Privacy Act)& COPPA (Children’s Online Privacy Protection Rule) Commitment at privacy-policy for a description of the procedures 1) by which a School Official (Teacher/administration or whoever has the authority to agree to this agreement)or Parent may review, access or delete the personal information of a child/student; and 2) by which a Teacher or School may access and delete Student Records.
 
Compliance with Laws
Each party shall comply with all applicable laws relating in any way to its performance of its obligations under this Agreement. You agree to comply fully with all applicable export laws and regulations in any jurisdiction to ensure that neither the Service nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
 
Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington excluding its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. You and Spektra Systems agree that the competent courts located in the Southern District of New York shall have exclusive jurisdiction over any disputes arising in connection with the Service or this Agreement, and each party hereby submits to jurisdiction and venue of such courts.
 
FERPA
We understands that it is important that our partner Schools comply with the Family Education Rights and Privacy Act (“FERPA”) and related regulations. The educational institution retains full ownership rights to the personal information and education records it provides to CloudLabs.The use of our services by ourpartner schools isgoverned by signed Data Protection Agreements (DPA)and T&C’s of this agreement.
 
We are not in a position to provide legal advice regarding whether the School’s existingFERPA disclosures are sufficient. To the extent that Teacher have questions regarding issues related to Student’s Data disclosure, they should consult the School’s own legal counsel for more information.Refer to our FERPA Privacy Notice.
 
FERPA and California AB 1584.
Regarding FERPA and California AB 1584 (Buchanan) Privacy of Pupil Records: 3rd-Party Digital Storage & Education Software (Education Code section 49073.1), CloudLabs will abide to the following:
 
I. Student records obtained by CloudLabs from an educational institution continue to be the property of and under the control of the educational institution. The educational institution retains full ownership rights to the personal information and education records it provides to CloudLabs.
 
II. CloudLab susers may retain possession and control of their own generated content by CloudLabs.
 
III. CloudLabs will not use any information in a student record for any purpose other than those required or specifically permitted by the CloudLabs Terms of Use and Privacy Policy.
 
IV. Parents, legal guardians, or eligible students may review personally identifiable information in the student’s records and correct erroneous information by contacting their educational institution. Additionally, CloudLab susers may access, correct, update, or delete personal information in their profile by signing into CloudLabs, accessing their CloudLabs account, and making the appropriate changes.
 
V. CloudLabs is committed to maintaining the security and confidentiality of student records. Towards this end, we take the following actions: (a) we limit employee access to student data to only those employees with a need to such access to fulfill their job responsibilities; (b) we conduct background checks on our employees that may have access to student data; (c) we conduct regular employee privacy and data security training and education; and (e) we protect personal information with technical, contractual, administrative, and physical security safeguards in order to protect against unauthorized access, release or use.
 
VI. In the event of an unauthorized disclosure of a student’s records, CloudLabs will (1) promptly notify Users unless specifically directed not to provide such notification by law enforcement officials. Notification shall identify: (i) the date and nature of the unauthorized use or disclosure; (ii) the Private Data used or disclosed; (iii) general description of what occurred including who made the unauthorized use or received the unauthorized disclosure; (iv) what CloudLabs has done or shall do to mitigate any effect of the unauthorized use or disclosure; (v) what corrective action CloudLabs has taken or shall take to prevent future similar unauthorized use or disclosure; and (vi) who at CloudLabs the User can contact. CloudLabs will keep the User fully informed until the incident is resolved.
 
VII.CloudLabs will delete or de-identify personal information when it is no longer needed, upon expiration or termination of our agreement with an educational institution with any deletion or de-identification to becompleted according to the terms of our agreement with the educational institution, or at the direction or request of the educational institution.
 
VIII. CloudLabs agrees to work with educational institution to ensure compliance with FERPA and the Parties will ensure compliance by providing parents, legal guardians or eligible students with the ability to inspect and review student records and to correct any inaccuracies therein as described in statement (4) above.
 
IX. CloudLabs prohibits using personally identifiable information in student records to engage in targeted advertising.
 
Additional Terms by User Type
These Terms contain general terms that apply to you as a User of the Service, along with additional terms that may apply to you as a User registered as a teacher, school leader, aide, or other similar personnel (“Teacher”), a Parent (as defined below).
 
A. Teacher: If you are Teacher accessing the Service on behalf of a school, school district, or other similar educational institution (“School”), the following terms apply to you:
 
i. Permissions and Authority. You agree that you are acting on behalf of (or have received all necessary permission from) your School to enter into this Agreement and to register and use the Service as part of the governing DPA Signed between CloudLabs and your School. In the absence of a signed DPA, the terms and conditions stated in this Agreement constitutes your acknowledgement to use CloudLabs and that you SOLELY will be held responsible & accountable for any outcome of your actions by accessing CloudLabs. Only Teachers who are current employees of the School may use the Service on the School’s behalf. The Teacher is responsible for obtaining any necessary approvals from their school’s authorities and administrators before using the Service. Upon termination of a Teacher or other staff member’s employment with the School, such individual must return and cease using all login details and student access they have in their possession. If at any time you learn a User of the Service claims to be affiliated with your School who is not, in fact, affiliated with your School, you will notify CloudLabs immediately.
 
ii. Students under 13. You further understand and acknowledge that the Children’s Online Privacy Protection Act(“COPPA”) prohibits online service providers from knowingly collecting personal information from children under 13 years of age without consent and you understand that we will not let children under the age of 13 use our Service unless: You agree to school consent to allow the child to access CloudLabs which may result in the collection of personal information from the child and have opted to obtain permission by either a) choosing to act as an agent of the Parent and consent on the Parent’s behalf using school consent or b) collecting the appropriate parental consent prior to allowing the students access to the CloudLabs Portal. You agree that you will not knowingly allow a child to use the Service until you have agreed to school consent.
 
iii. School Consent. You acknowledge and agree that when school consent must be utilized to allow children under 13 to use the Service, you and/or the School will be solely responsible (and hereby agree that CloudLabs is not responsible) for 1) obtaining parental consent (or if allowed by your School’s policy, acting as the agent of the Parent and consenting on their behalf) under COPPA and 2) providing all required notices to Parents, including under COPPA. By agreeing to the terms you and/or the School are responsible for disseminating any required parental consent forms to the Parents of potential student Users, for confirming receipt of valid consent forms for each child before granting the student access to the Service, and for retaining such consent forms on file. If a Parent does not consent or rescinds such school consent, you and/or the School shall notify Spektra Systems to discontinue that student’s access to the Service and ensure that such student’s information is no longer accessible through the Services. Under no circumstances will CloudLabs be liable for your failure to consult their school’s authorities and administrators or for failing to obtain school consent when required.
 
B. Parents: If you are a Parent of a child that is registering to our Service, then the following terms and limitations apply to you:
 
i. Your Consent. If your child is under the age of 13, consent must be given in order for your child to use our Service. This consent may be obtained either from: 1) your child’s Teacher (through school consent); or 2) you directly provide CloudLabs with parental consent. No child under 13 is allowed to use our service without prior consent from School or Parents. For Registration and data collection practices, please refer to COPPA section in our privacy-policy.
 
ii. Regardless of the consent method, no child’s Personal Information (PII) will be shown publicly (even if Teacher has obtained school consent), until CloudLabs has obtained parental consentfrom you directly. If you are the Parent of a child who is using the service and not signing up to our service via any school and you did not give parental consent, and that become aware of the child trying to use our service, you can contact us through privacy@spektrasystems.combelow to have that child’s use terminated and any associated personal information deleted.
 
iii. Information collected from children (including personal information and information collected automatically) is never used or disclosed for third-party advertising. Additionally, personal information collected from children is never used for behaviorally-targeted advertising to children (first or third party). Lastly, children’s personal information is never sold or rented to anyone, including marketers or advertisers. Please refer to COPPA section in our privacy-policy for more details.
 
Changes to the Service
From time to time, we may implement changes and improvements to our Service. We may add or remove functionalities or features, and we may suspend or stop a feature or the Service altogether, including, for example, if you do not comply with these Terms or if we are investigating suspected misconduct. We may also stop providing the Service to you, or add or create new limits to our Service or restrict your access to all or a part of the Service at any time without notice or liability.
 
Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
 
We reserve the right to withdraw or amend the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, to users, including registered users.
 
You are responsible for both making all arrangements necessary for you to have access to the Service and ensuring that all persons who access the Service through your internet connection are aware of these Terms and comply with them.
 
Agreement
This Agreement constitutes a portion of agreement between you and Spektra Systems in relation to the Service, and supersedes all proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and Spektra Systems relating to the Service and Software and may only be modified in writing signed by you and Spektra Systems. Failure to comply with any terms of this Agreement shall be deemed a material breach of this Agreement and Spektra Systems reserves the right to take any and all necessary legal actions to enforce its rights according to this Agreement. You may not assign this Agreement or any right or license hereunder without the prior written consent of Spektra Systems. In the event any term of this Agreement is held by a court of competent jurisdiction not to be enforceable, the remaining terms shall survive and be enforced to the maximum extent permissible by law. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.
 
CONTACTING SPEKTRA SYSTEMS
In some scenarios, a customer may become aware of a breach and may wish to notify Spektra Systems. The current protocol is for customers to notify Spektra Systems Support, which will then interface with engineering teams for more information. In this scenario, Spektra Systems engineering teams are similarly committed to providing the information customers need, through their support contact, in a timely fashion. Customers need to reach out to Spektra on privacy@spektrasystems.comfor any scenario that constitutes a breach as per this policy.
 
If you believe that Our products have not adhered to this Policy, please contact us electronically at the email address below and we will use commercially reasonable efforts to promptly determine and remedy the problem.
 
Spektra Systems LLC
8201 164TH AVE NE, Suite 200
Redmond WA 98052-7615, USA
Phone: 1-844-773-5872
Email: legal@spektrasystems.com
 

PLEASE READ THESE TERMS CAREFULLY. IF YOU ELECTRONICALLY ACCEPT THESE TERMS, OR OTHERWISE USE THE SPEKTRA SYSTEMS SERVICES, REPORTS, OR SOFTWARE (COLLECTIVELY, THE “SERVICE”), YOU AGREE TO BE BOUND BY ALL OF THESE TERMS (THE “AGREEMENT”) AS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SPEKTRA SYSTEMS LLC (“SPEKTRA SYSTEMS”). IF YOU DO NOT ACCEPT THE TERMS, YOU ARE NOT PERMITTED TO USE THE SERVICE. IF YOU ARE ENTERING THIS AGREEMENT AS AN EMPLOYEE OR REPRESENTATIVE OF YOUR EMPLOYER, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND SAID EMPLOYER OR OTHER LEGAL ENTITY TO THIS AGREEMENT AND THE TERM “YOU” INCLUDES YOUR EMPLOYER AND ANY OTHER PARTY ON WHOSE BEHALF YOU ACT. IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUND BY THIS AGREEMENT OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR OTHER LEGAL ENTITY, PLEASE DO NOT ACCEPT THIS AGREEMENT OR ACCESS OR USE THE SERVICE. YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. IF YOU PROVIDE OR MAY PROVIDE A SERVICE SIMILAR TO THE SERVICE PROVIDED BY SPEKTRA SYSTEMS, YOU ARE STRICTLY PROHIBITED FROM ENTERING INTO THIS AGREEMENT.

Provision of Service

This Agreement describes the terms and conditions upon which Spektra Systems will provide the Service, CloudLabs.AI, to you. Subject to your payment of the applicable fees and your compliance with this Agreement, Spektra Systems will provide the Service to you as described herein. In order to use the Service, you will be given access to the service. You must safeguard your user name and password and keep them confidential, and you will be responsible for any use of the Service by means of your user name and password.

Licenses by Spektra Systems

  1. Software License. Subject to the terms of this Agreement, Spektra Systems grants you a non-exclusive, non-transferable license to use Spektra Systems’s SaaS Service, and any upgrades and updates to such software made available by Spektra Systems from time to time (collectively, the “Software”), solely for use in connection with use of the Service and only during the Term (as defined herein).
  2. Documentation License. Subject to the terms of this Agreement, Spektra Systems grants you a non-exclusive, non-transferable license to use the accompanying Software documentation (“Documentation”) in connection with your use of the Software.
  3. Reports License. Subject to the terms of this Agreement, Spektra Systems grants you a non-exclusive, non-transferable license to use and disclose to your end customers the reports containing the analysis of Customer Data in Customer Systems (defined below) provided by the Service (“Reports”), solely related to and for the benefit of your end customers, which Report you may disclose only to such end customer that is the subject of the Customer Data.
  4. You acquire no right, title, or interest to the Software, Documentation, or Reports except the limited license described in this Section.

Your Data

In providing the Service to you, Spektra Systems will collect and analyze data (“Customer Data”) from Customer Systems. Spektra Systems does not analyze or collect any information held within the files stored on Customer Systems, and such information does not constitute Customer Data for the purposes of this Agreement. You agree that Spektra Systems may collect and store Customer Data for the purposes of delivering the Service to you, and that you have all necessary rights in and to the Customer Data to grant this license to Spektra Systems.

Spektra Systems will keep the Customer Data confidential, use it to deliver the Service to you, for and not disclose it to any third party except Spektra Systems employees and contractors who have entered into binding agreements with Spektra Systems that contain non-disclosure obligations equivalent to those set forth in this Agreement. Spektra Systems may aggregate Customer Data with data from other Spektra Systems customers and third parties to create aggregated data that does not identify any individual customer or the metrics or information pertaining to any individual customer or its network (“Aggregated Data”).

Spektra Systems will own all rights to Aggregated Data, and has the irrevocable right to maintain, store, use and disclose Aggregated Data. Your data is subject to the “Standard Contractual Clauses” pursuant to the European Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under the EU Data Protection Directive. In countries where regulatory approval is required for use of the Standard Contractual Clauses, the Standard Contractual Clauses cannot be relied upon under European Commission 2010/87. The Contractual Clauses can be found here.

Feedback

Upon request by Spektra Systems, you will provide Spektra Systems with reasonable information about your use and evaluation of the Service, including, without limitation, any errors, logs, usage statistics or problems in the Service and any information reasonably necessary for Spektra Systems to evaluate such errors or problems, test results and performance data, information relating to the compliance of the Service with documentation, specifications or functionality and comparison with other software or products (collectively, “Evaluation Data”). Without limiting the foregoing, you irrevocably consent to Spektra Systems’s collection of Evaluation Data and any other information and data relating to your use of the Service, by various means (including without limitation through the Service), without any further notice to, or consent of, you.

Restrictions

You may NOT:

(i) make any copies of all or any part of the Software or otherwise reproduce the Software except for archival copies as permitted by the United States Copyright Act;

(ii) copy or modify all or any part of the Documentation or distribute it to third parties;

(iii) use any portion of the Service in connection with a service-bureau, time sharing or fee-for-service arrangement with third parties, or otherwise provide the benefit of the Service to any third party;

(iv) unless otherwise permitted by applicable local law, decompile, decrypt, disassemble, reverse engineer or otherwise discover the source code for the Software, or attempt to disable or defeat any locking mechanism within the Software;

(v) modify the Software, incorporate any portion of the Service in whole or in part in any other product or create derivative works based on all or any part of the Service;

(vi) remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Service; or

(vii) export the Service or use the Service in any country other than that in which it was obtained;

(viii) use any robot, spider, scraper, or other automated means to access the Service for any purpose;

(ix) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities,

(x) use the functionality of any part of the Service, in whole or in part, in a manner which competes directly or indirectly with Spektra Systems’s Service; or

(xi) use the Service in any unlawful manner or in breach of this Agreement.

Competitive Nature

Notwithstanding any provision contained in this Agreement, in the event that you compete with or provide services which compete with the Spektra Systems Service, you are strictly forbidden to enter into this Agreement. You may not use or copy by any means functionality of any part of the Spektra Systems Service, in whole or in part, including without limitation, the Reports, the content found on Spektra Systems’s website, webinars, or any and all other virtual and non-virtual sites, or the Documentation, which incorporate the intellectual property of Spektra Systems, in a manner will violate any and all laws. In the event that you have violated this Agreement, and in particular the terms set forth in this section 8, we hereby reserve any and all necessary legal actions and recourse to enforce Spektra Systems’s rights according to this Agreement, including seeking punitive damages.

Ownership, Non-Disclosure

Spektra Systems owns and will retain all right, title and interest, including without limitation all copyright, trademarks, trade secret, patent and other proprietary rights, in and to the Service, Software, Reports, Documentation, Evaluation Data and Aggregated Data (the “Proprietary Materials”).

You shall keep confidential and not disclose, sell, lease, transfer, sublicense, dispose of, or otherwise make available the Proprietary Materials or any portion thereof, in source or object code, to any third party other than your employees who need access to the Proprietary Materials in order to use the Service and exercise your license rights granted herein.

You agree that dissemination of the Proprietary Materials in breach of this Agreement would cause irreparable harm to Spektra Systems for which monetary compensation alone would be inadequate, and Spektra Systems is entitled to seek injunctive relief prohibiting any such dissemination, in addition to monetary damages and all other remedies available at law or in equity.

This Agreement is NOT a sale of the Proprietary Materials or any copy of them. You obtain only such rights as are provided in this Agreement.

Term; Enforcement of Terms; Termination

The Service is provided on a pay-as-you-go basis for a period of one (1) month (“Subscription Period”) automatically renewable for successive Subscription Periods unless either party provides the other with at least thirty (30) business days written notice prior to the end of any Subscription Period of its intent not to renew, or this Agreement is terminated in accordance with this Section 8 (each a “Renewal Term”, and together with the Initial Term, the “Term”).

This Agreement shall become effective on the earlier of

(i) the date that you commence access to or use of the Service; or

(ii) the date that we receive payment of the applicable subscription fee. Notwithstanding the foregoing, if you breach or fail to fulfill any of your obligations under this Agreement, Spektra Systems may pursue all available legal remedies to enforce this Agreement, and Spektra Systems may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you hereunder.

You agree that Spektra Systems’s licensors referenced in the Software are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. This License is effective until terminated. This Agreement will terminate immediately without notice from Spektra Systems if you fail to comply with any of its provisions. Upon termination you must destroy and uninstall the Software and all copies thereof, and you may terminate this License at any time by doing so.

Free Trial Period

Spektra Systems may, in its sole discretion and on a case to case basis, offer a free, no-obligations trial period of the Service (“Trial Period”) to its users. The Trial Period will commence on the initial date of the access or use of the Service and will conclude at the end of the trial period displayed on the Site (as amended from time to time), or sooner if

(i) the account is upgraded by beginning to pay the applicable subscription fees, or

(ii) if the use of the Service is terminated in accordance with this Agreement. You acknowledge and agree that this Agreement is applicable and binding upon you during the Trial Period and that Spektra Systems (i) does not make any commitments in connection with the Service; and (ii) may send you, subject to your opting out, communications and other notices about the Service to your email address. Spektra Systems reserves the right to modify, cancel and/or limit this Trial Period offer at any time.

U. S. Government Users

Pursuant to the policy stated at 48 CFR 227.7202-1, U.S. Government users acknowledge that

(i) the Software is commercial computer software,

(ii) this Agreement embodies the licenses customarily used by Spektra Systems for licenses in Software granted to the public, and

(iii) the licenses set forth herein shall apply to all possession, use and duplication of the Software by the Government, except to the extent which such licenses are inconsistent with Federal procurement law.

Use of Subcontractors

Spektra Systems may hire subcontractors to provide services on its behalf. Any such subcontractors will be permitted to obtain Your Data to deliver the services Spektra Systems has retained them to provide and will be prohibited from using Your Data for any other purpose. Spektra Systems remains responsible for its subcontractors’ compliance with Spektra Systems’s obligations with this Agreement.

Fees

Your access to and use of the Service is subject to your timely, up-front payment in full of the subscription fees set forth in the Order Form (which are based on the amounts displayed on the Site). Spektra Systems reserves the right upon thirty (30) days notice to you to increase the subscription fees payable for the next Renewal Term(s) to Spektra Systems’s ‘s then-current subscription fees, as displayed on the Site, for access to and use of the Service.

All fees shall be paid in US Dollars, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. Overdue payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. If you authorize the charging of the applicable subscription fees to your credit card, we will charge the credit card account that you authorize and will continue to charge that card (or any replacement card) during each Renewal Term. If payment is not received from your card issuer, you agree to promptly pay all amounts due upon demand.

Limited Warranty and Disclaimer

SPEKTRA SYSTEMS WARRANTS THAT, DURING THE PERIOD THAT YOU HAVE PAID APPLICABLE FEES AND REMAIN IN COMPLIANCE WITH THIS AGREEMENT, THE SERVICE WILL OPERATE IN SUBSTANTIAL CONFORMANCE WITH THE FUNCTIONALITY CURRENT AT THE TIME OF SHIPMENT. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SERVICE TO ACHIEVE YOUR INTENDED RESULTS. YOU ACKNOWLEDGE THAT THE SERVICE DOES NOT INCLUDE THE IMPLEMENTATION OF ANY ACTIONS OR DECISIONS ON YOUR BEHALF AND YOU ARE SOLELY RESPONSIBLE FOR TAKING OR NOT TAKING ACTIONS OR DECISIONS ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AS WELL AS FOR THE CONSEQUENCES THEREOF. NEITHER SPEKTRA SYSTEMS NOR ITS LICENSORS MAKE ANY WARRANTIES WITH RESPECT TO THIRD PARTY SOFTWARE INCLUDED IN THE SOFTWARE. EXCEPT FOR THE FOREGOING WARRANTY, SPEKTRA SYSTEMS PROVIDES THE SERVICE AND SOFTWARE TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPEKTRA SYSTEMS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. SPEKTRA SYSTEMS DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY INFORMATION, RESULTS, OR ADVICE THAT YOU OBTAIN THROUGH THE SERVICE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. SPEKTRA SYSTEMS’S LICENSORS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE. IN NO EVENT SHALL SPEKTRA SYSTEMS BE LIABLE FOR ANY BREACH OF THIS AGREEMENT TO THE EXTENT SUCH BREACH IS OUTSIDE ITS REASONABLE CONTROL.

Limitation of Liability

IN NO EVENT SHALL SPEKTRA SYSTEMS OR ITS LICENSORS AND ANY OF THE RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER AFFILIATES OF SPEKTRA SYSTEMS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL), WHETHER OR NOT SPEKTRA SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SPEKTRA SYSTEMS’S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OR POSSESSION OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED THE AMOUNT OF THE FEES YOU HAVE PAID FOR THE SERVICE PROVIDED UNDER THIS AGREEMENT DURING THE LAST SIX (6) MONTHS PRIOR TO THE CLAIM.

Privacy Policy and Site Terms of Use

You acknowledge and agree that your

(i) use of the Service, including, without limitation, Customer Data and other information transmitted to or stored by Spektra Systems, is governed by the Spektra Systems Service privacy policy at https://cloudlabs.ai/privacy-policy/ (“Privacy Policy”); and

(ii) your use of the Site is also subject to the Spektra Systems Site terms of use at http://www.Spektra Systems.com/terms-of-use/ (“Site Terms of Use”). To the extent of any inconsistency or conflict between this Agreement and the Site Terms of Use, this Agreement shall prevail.

Compliance with Laws

Each party shall comply with all applicable laws relating in any way to its performance of its obligations under this Agreement. You agree to comply fully with all applicable export laws and regulations in any jurisdiction to ensure that neither the Service nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington excluding its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. You and Spektra Systems agree that the competent courts located in the Southern District of New York shall have exclusive jurisdiction over any disputes arising in connection with the Service or this Agreement, and each party hereby submits to jurisdiction and venue of such courts.

Agreement

This Agreement constitutes a portion of agreement between you and Spektra Systems in relation to the Service, and supersedes all proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and Spektra Systems relating to the Service and Software and may only be modified in writing signed by you and Spektra Systems. Failure to comply with any terms of this Agreement shall be deemed a material breach of this Agreement and Spektra Systems reserves the right to take any and all necessary legal actions to enforce its rights according to this Agreement. You may not assign this Agreement or any right or license hereunder without the prior written consent of Spektra Systems. In the event any term of this Agreement is held by a court of competent jurisdiction not to be enforceable, the remaining terms shall survive and be enforced to the maximum extent permissible by law. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.

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