Content License Agreement Between You and 360schools

This Content License Agreement (the ”Agreement”), is by and between 360schools and You.

360schools is a service powered by 360Cities. By licensing any Content available within 360schools, you agree to be bound by this Content License Agreement:

1. The License

1. General license terms: When you purchase access to the “Content” on our website and pay for it we grant you a non-exclusive, non-transferable, global license (the "License") on the terms and subject to the conditions and limitations set out in this Agreement, to: use, copy, demonstrate, quote, refer to, duplicate and synchronize the Content exclusively for non-commercial educational purposes.
2. Specific license terms: 360schools licenses Content solely for non-commercial educational purposes. For the avoidance of doubt, "non-commercial educational purposes" here refers to the teaching and instructional activities of both teachers and students by accredited public or private schools, school districts, colleges, universities and educational authorities. No commercial, promotional, entertainment or any other usage not specifically educational is permitted under the terms of this license.
3. You may also use the tags, information, annotations, and meta data available on our website related to the Content.
4. You must not incorporate the Content in any work that would become a trademark, logo and/or a service mark. You must not use the Content unlawfully.
5. When you purchase access to the Content on our website and pay for it you do not acquire all rights, title, and interest in and to all of the copyrights, trademarks, trade secrets and other proprietary rights contained in the Content that are not expressly granted to you by the terms of this Agreement.
6. The License does not include the right to record a new performance of the Content or the composition reflected thereby.
7. When you purchase access to the Content on our website and pay for it, the License granted to you is fully-conditional upon your compliance with our terms of use and this Agreement.

2. License restrictions

1. Under the License we grant you, you must not:
   • transfer the License, resell, sublicense, rent, loan, assign or transfer the access to the Content;
   • distribute, transmit or publicly display any part of the Content as a template, a standalone file or superficially modify any part of the Content and sell or license it to others;
   • incorporate any part of the Content into a logo, trademark or service mark.
2. Immediately after you become aware of any unauthorized access or duplication of any part of the Content, you should promptly notify us. This License does not include any intellectual property that may be depicted in the Content. We make no guarantee that there is no intellectual property depicted in the Content.

3. Warranties

1. We warrant with regard to the Content you purchased access to that we have the right and authority to enter into this Agreement and grant you the License as described under this Agreement.
2. We warrant that there are no material defects in the Content you purchased access to which would prevent you from using it. If there are any material defects discovered in the Content you agree that your only and exclusive remedy for obtaining a replacement copy of it is to contact us within 15 days of using it.

4. Indemnification and Limitation of Liability

1. We will defend, indemnify and hold you harmless from any actual or threatened third party lawsuit, claim, or legal proceeding alleging a breach of any of our express representations and warranties in this Agreement or that the distribution or use of the Content used by you pursuant to this Agreement violates any such representations and warranties, provided in each case that you have paid all amounts due to us and have not otherwise breached the terms of the Agreement.
2. You will indemnify and hold 360schools, our Affiliates, our resellers and our contributors and their respective representatives, shareholders and/or partners harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees and costs) arising out of or relating to any claim relating to or arising directly or indirectly out of a failure to comply with this Agreement or other breach of, this Agreement by you or any of your representatives, or any claim related to use of an item under the License.
3. Except as expressly provided in this Agreement, 360schools and the Content contributors shall not be liable to you or any other person or entity for any punitive, special, indirect, exemplary, consequential or incidental damages, lost profits or, in the case of us or the other parties, any other damages, costs or losses, including the cost of cover, arising under this agreement or out of or related to the license, your or any of your representatives use or exploitation of the Content, the website or information about the Content, any services provided by us or the results from the use thereof or otherwise, even if we have been advised of the possibility of such damages, costs or losses, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.
4. The maximum aggregate amount of our liability (meaning the total amount we may be responsible for, whether under this agreement or any other agreement for the same Content, regardless of the number of times you license the same Content) SHALL BE LIMITED TO the single price actually paid by you for the Content which caused our liability.
5. You acknowledge and agree that the fees for the use of the Content reflect and are set based on our significantly higher business operation risk and absence of this risk on your side and the limitations of liability set forth in this agreement, and that the limitations of liability herein are fundamental elements of the basis of the bargain between you and us. Notwithstanding anything else in this or any other agreement, neither 360schools nor the Content contributor shall be ever liable for any damages, costs or losses arising as a result of modifications made to the content by you or any third party after the Content is used and/or for the particular context in which the Content is used.
6. You assume full and exclusive responsibility for how you use the Content or any services provided by us and the particular context of how the item is used. We will not be held responsible for any delay or failure to comply with our obligations under this Agreement if the delay or failure arises from any cause that is beyond our reasonable control.
7. No action, regardless of form, arising out of the License or under this Agreement may be brought by you more than one year after the cause of the action has accrued.

5. Final Sale and Tax Payments

1. Each and every sale of a License is final. Unless we materially breach one of our express representations and warranties set under this Agreement we are under no obligation to refund any fees paid by you for access to the Content.
2. You are solely responsible for assessment and payment of any and all applicable taxes, if any, imposed by any jurisdiction as a result of entering into this Agreement.
3. The License and access to the Content are granted conditional on payment of full price as set by us on our website and no set - off, deduction or withholding is allowed.

6. Representations

Each party represents and warrants that it has the full right, power, and authority to enter into, perform, and undertake rights and obligations as set forth under this Agreement.

7. Term and Termination

1. Term. This Agreement is effective from the date your payment for access to the Content is received by us for the duration of the subscription and license period defined by your specific subscription plan as described on our website.
2. Termination. This agreement will be terminated with the expiration of the license period defined by your access to the Content.

8. Data Processing consent

You agree that 360schools and our affiliates and partners may, in accordance with data privacy laws, keep records and process details supplied by you when licensing Content from us. This requires transferring your personal information among various different countries including the United States where our servers are located. You are aware and grant consent that, when transferred, your personal information may be processed in a country that offers less privacy protection than your country.

9. Additional Terms of Use and Miscellaneous

1. Relationship of the Parties. The relationship between 360schools and you is that of independent parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
2. Assignment. This Agreement is personal to you. You shall not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. 360schools may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
3. Amendment and Modification; Waiver. Notwithstanding anything else in this or any other agreement, 360schools has the right, in its sole discretion, to make changes to this Agreement and any other agreements or terms which may be referred to or incorporated by reference herein at any time and for any reason, and you consent to the terms of this Agreement and any such other agreement and/or terms, in force at the time that you purchase a particular item of Content.
4. Severability. If any part of this Agreement is invalid, illegal, or unenforceable in any jurisdiction it shall not affect any other part of this Agreement or invalidate or render unenforceable such part in any other jurisdiction.
5. Governing Law: Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the United States and the State of New York without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the city of New York in any legal suit, action or proceeding arising out of or related to this Agreement or any Content. You shall promptly reimburse us for any reasonable attorneys' fees and court costs that are incurred by 360schools in enforcing this Agreement. We are also entitled to set-off from payments of the amounts payable to you any amounts owed by you to us and reasonable legal fees and other expenses incurred in enforcing this Agreement.
6. Entire Agreement and Acceptance. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter. You accept this agreement by clicking “OK” and/or otherwise signifying acceptance, in particular by continuing to use the 360schools website and purchasing access to the Content.