IXL (2021)

Terms of Service
Effective date: June 1, 2018

Thank you for your interest in using the online services operated by IXL Learning, Inc.
(hereafter called "IXL"). These Terms of Service govern your use of online and/or mobile
services, websites, and software provided on or in connection with www. ixl.com
(collectively, the "Service"), which are offered through (i) www.ixl.com, (ii) mobile
applications associated with www.ixl.com, and (iii) any other IXL website, app or online
service which links to these Terms of Service.

By accessing or using the Service, or by clicking a button or checking a box marked "I
Agree" (or something similar), you signify that you have read, understood and agree to be
bound by these Terms of Service (the "Agreement"), and to the collection and use of your
information as set forth in our Privacy Policy, whether or not you are a registered user of
our Service. IXL reserves the right to modify this Agreement so long as it provides notice of
these changes to you as described below. This Agreement applies to all visitors, users, and
others who access or otherwise use the Service ("you" or "Users"). If you open an IXL
account on behalf of a School, company, organization, or other entity, then "you" includes
you and that entity.

A note about Student Data: This Service may be purchased by providers of educational
services, such as schools, school districts, or teachers (collectively referred to as "Schools")
that use our services for educational purposes. When IXL contracts with a School to provide
the Service, we may collect or have access to Student Data (defined below), which may be
provided by the School or by the student. We consider such Student Data to be strictly
confidential and in general do not use such data for any purpose other than improving and
providing our Services to the School or on the school's behalf. Our collection, use and
sharing of Student Data is governed by this Agreement and any applicable laws and
regulations including, in the U.S., provisions of the Family Educational Rights and Privacy
Act ("FERPA"), the Children's Online Privacy Protection Act ("COPPA") and applicable state
laws.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND
EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL
ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT
REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE
DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. THE SERVICE

The Service helps its users to learn and practice various subjects including mathematics,
language arts, science, and social studies. Unless explicitly stated otherwise, any new or
improved features to the Service shall be provided subject to this Agreement. You
understand and agree that the Service is provided "as-is" and that IXL assumes no


responsibility for any mistakes, errors, or omissions, including any unavailability of the
Service or deletion or loss of any data relating to the Service.

IXL grants you a personal, non-transferable and non-exclusive right and license to use the
Service. You agree that you will not copy, modify, create a derivative work of, reverse
engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign,
sublicense, grant a security interest in or otherwise transfer any right in the Software. You
agree not to modify the Software in any manner or form, or to use modified versions of the
Software, including (without limitation) for obtaining unauthorized access to the Service.
You agree not to access the Service by any means other than through the interface that is
provided by IXL for use in accessing the Service.

To use the Service, you must obtain access to the Internet, either directly or through
devices that access web-based content, and pay any service fees or other costs associated
with such access. In addition, you must provide all equipment necessary to make such
connection to the Internet, including a computer and modem or other access device.

2. ELIGIBILITY AND AUTHORITY

IXL does not sell the Service to children, but only to adults who can purchase the Service
with a credit card or other permitted payment method. If you are under eighteen (18) years
of age, you may use the Service only with the involvement and consent of a parent, legal
guardian, or at the direction of your School. Your School may impose additional policies
regarding the use of the Service, with which you must comply.

If you open an IXL account to provide the Service to students in a School, you represent and
warrant that you are an authorized representative of the School with the authority to bind
the School to this Agreement, and that you agree to this Agreement on the School's behalf.
If you contact IXL to take any action with respect to an account, you represent and warrant
that you have all necessary authority to request such action(s) from or on behalf of the
account-holder (e.g., a School or Parent).

The U.S. Children's Online Privacy and Protection Act ("COPPA") requires that online service
providers obtain verifiable parental consent before collecting personal information from
children under 13. If you are a School providing the Service to children under 13, you
represent and warrant that you have the authority to provide consent on behalf of parents
for IXL to collect information from students under 13 before allowing such students to
access our Service. We recommend that all Schools provide appropriate disclosures to
students and parents regarding their use of service providers such as IXL and that they
provide a copy of our Privacy Policy and the IXL Learning Student Data Privacy Pledge to
parents.

3. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the Service, you agree to: (a) provide true, accurate, current
and complete information about yourself as prompted by the Service's registration form
(such information being the "Registration Data") and (b) maintain and promptly update the
Registration Data to keep it true, accurate, current and complete. If you provide any
information that is untrue, inaccurate, not current or incomplete, or IXL has reasonable
grounds to suspect that such information is untrue, inaccurate, not current or incomplete,

 


IXL has the right to suspend or terminate your account and refuse all current or future use
of the Service (or any portion thereof).

4. GENERAL ACCOUNT INFORMATION

IXL sells access to the Service to a subscriber in the form of an account. Each account is
provided for a term and price subject to certain renewal, cancellation, and other terms and
conditions specific to the account (the "Account Terms"). The Account Terms are identified
(in order of precedence) in the then-current quote or sales contract for the account, the
selections made and account-specific terms disclosed when signing up for the account
(which may be confirmed by e-mail), the description of account terms accessible through
the IXL website when signed in to an appropriate user associated with the account and the
default Account Terms set forth below. Each account may have Account Terms in addition to
or different from those as set forth in this Agreement, but only to the extent set forth ina
signed writing by the account subscriber and an officer of IXL.

IXL provides a variety of "account types" which may apply depending on the subscriber and
the way an IXL account is created. Each account type has a default set of Account Terms
which apply unless superseded as set forth above. IXL reserves the right to provision
accounts that do not belong to any of these default account types and/or to provision
accounts with different Account Terms regardless of its account type.

Account Types:

Family Account — A family account is purchased by or for a Parent. Family accounts are
generally only available for purchase through the IXL website or a third-party app store
using a credit card. A family account typically includes child profiles that can be used by a
Parent's child at the Parent's direction. Family account subscriptions are generally for a term
of one month, six months, or one year. The term is disclosed at the time of purchase. If
muitiple terms are available, the term can be selected at the time of purchase or later
changed by contacting help@ixl.com. Family accounts automatically renew. See Section 6
below for more information about automatic renewal and cancellation of automatically
renewing accounts.

Classroom Account — A classroom account is purchased by or on behalf of a school, such as
by a teacher. Classroom accounts may generally be purchased either through the IXL
website, or by phone or e-mail. A classroom account typically includes a single teacher user
and a small number of student users (which may vary depending on the purchase). A
classroom account is typically for a term of one year. The term is disclosed at the time of
purchase. Classroom accounts do not automatically renew. Action must be taken by the
school or its authorized representative (e.g., teacher) to renew and continue using a
classroom account past the end of the term. A classroom account is a type of school
account. More information relating to school accounts may be found in Section 5 below.

Site Account — A site account is purchased by or on behalf of a school or school district.
Site accounts may be purchased by phone or e-mail. A site account typically includes an
unlimited number of teacher users and a set maximum number of student users (which may
vary depending on the purchase). A site account may be for a term of one year or longer.
The term is disclosed at the time of purchase. Site accounts do not automatically renew.


Action must be taken by the school or its authorized representative (e.g., school
administrator) to renew and continue using a site account past the end of the term. A site
account is a type of school account. More information relating to school accounts may be
found in Section 5 below.

Quotes and Proposals: Any quotes or proposals provided by IXL are valid only for a
limited time and are effective only with the agreement of the relevant parties. Quotes and

proposals may be withdrawn by IXL at any time in its sole discretion. Quotes and proposals
may include information that is proprietary and confidential to IXL and to the maximum
extent permitted by law may not be disclosed to anyone other than their intended recipient.
By requesting and/or accepting receipt of a quote or proposal from IXL you agree to keep
such quotes or proposals confidential, to not disclose such quotes or proposals to any third
party, and to immediately return and/or destroy all quote and proposal materials upon
receiving a request to do so from IXL. To the extent that public records laws may apply to a
quote or proposal provided by IXL, you agree to immediately notify IXL of any public
records request that may result in disclosure of an IXL quote or proposal and provide IXL all
reasonable opportunities to take steps to prevent such disclosure to the maximum extent
permitted by law and will reasonably cooperate with IXL.

Payments: School accounts have the option to make payment by credit card, check, or
other methods at IXL's discretion (contact us for details). Payment must be received by IXL
no later than 30 days after IXL issues an invoice. If IXL does not receive payment within 30
days, the invoice is past due and IXL reserves the right to suspend access to the affected
school account(s) and take collection action. Suspension of an account does not relieve the
account-holder of its obligation to pay for the account. IXL reserves the right to charge a
late fee in the amount of 1% per month or the maximum permitted by law and its
reasonable attorney's fees in securing payment of past due amounts.

Cancellation: Except as set forth below or otherwise agreed by IXL in a signed writing,
accounts may not be canceled until the end of the current term of the account. Unless
otherwise provided for herein, all cancellations requested before the end of the then-current
term will be effective at the end of the current term.

IXL permits early cancellations only in the following circumstances:

In the event that the Service is permanently discontinued.

IXL otherwise permits early cancellations only to the extent required by applicable law. In
the event of such an early cancellation, the parties agree that the account-holder is
responsible for all amounts due and payable before the date of early cancellation without
pro-ration or to the greatest extent permitted by law. The parties agree that IXL's efforts in
selling, provisioning and providing an account are front-loaded and for that reason, pro-
ration of fees in the event of early cancellation is not necessary or appropriate.

End of Subscription: When an account subscription ends (e.g., at the end of the term if
the account has not been renewed or has been canceled), the account no longer permits
access to the Service. However, IXL may, at its sole discretion, permit continued, limited
access for users of the Account for a limited time after the conclusion of the term. The
Service includes built-in capabilities to download and export information relating to the

 


account. If an account-holder or any of its users wishes to save or maintain any data, it is
the account-holder and its user's sole obligation to download such data before the
conclusion of the term. Once the term of an account ends, IXL may delete data relating to
an account in accordance with this Agreement and the Privacy Policy. It is the account-
hoider's sole responsibility to request renewal of accounts that do not automatically renew
to maintain continued access to the account and its associated data.

5. SCHOOL ACCOUNTS AND STUDENT DATA
This Section 5 applies to a School's use of the Service.

When IXL is used by a School for an educational purpose, IXL may collect or have access to
Student Data that is provided by the School or by a student. "Student Data" is personal
information that is directly related to an identifiable student and may include "educational
records" as defined by the Family Educational Rights and Privacy Act ("FERPA").

The School or the student, and not IXL, owns and controls the Student Data. You authorize
IXL to access, collect, transmit, modify, display and store Student Data to provide the
Service and as described in this Agreement and in our Privacy Policy.

Compliance with Laws, In the U.S., IXL may collect and process Student Data as a School
Official with a legitimate educational interest pursuant to the Family Educational Rights and
Privacy Act ("FERPA"), 20 U.S.C. § 1232(g). Individually and collectively, we and our School
Users agree to uphold our obligations under FERPA, COPPA, the Protection of Pupil Rights
Amendment ("PPRA"), applicable State laws relating to student data privacy, and with all
other laws and regulations governing the protection of Student Data.

Use of Student Data, By submitting, providing us access to, or causing us to receive
Student Data, you agree that IXL may use the Student Data for the purposes of (i)
providing the Service, (ii) improving and developing our Service, (iii) enforcing our rights
under these Terms, and (iv) as permitted with the School's or the User's consent.

Use of De-Identified or Anonymized Student Data, You agree that both before and

after the term of the Agreement, IXL may collect, analyze, use, and retain data derived
from Student Data as well as data about users’ access and use of the Service, for the
purpose of operating, analyzing, improving or marketing the Service, developing new
products or services, conducting research or other purposes, provided that IXL may not
share or publicly disclose information that is derived from Student Data unless such data is
de-identified and/or anonymized such that it cannot reasonably identify a specific individual.

Use of Personal Information for Marketing, You agree that IXL may provide customized

content, advertising, and commercial messaging to school, teacher or district administrative
users and other non-student users from time to time, provided that such advertisements
shall not be based on Student Data. For emphasis, and without limitation, IXL shall never
use Student Data to engage in targeted advertising.

Disclosure of Student Data and Third-Party Service Providers, You acknowledge and
agree that IXL may provide access to Student Data to our employees and service providers
which have a legitimate need to access such information to provide their services to us. We
and our employees, affiliates, service providers, or agents involved in the handling,

 


transmittal, and processing of Student Data will be required to maintain the confidentiality
of such data. IXL shall not share Student Data with third parties other than as described in
this Agreement and in the IXL Privacy Policy, or with consent of the School or parent.

 

You may request that we delete Student
Data in our possession at any time by providing such a request in writing, and we shall
comply with such request within thirty (30) days, except that IXL shall not be required to
delete Student Data that has been moved to a personal family account on the Service or as
otherwise prohibited by law. A parent or student over the age of 18 seeking to access,
modify, correct, or delete personal information in a student account that is connected to a
School account will be instructed to contact the School to discuss data deletion or
modification. IXL is not required to delete data that has been derived from Student Data if
such data is de-identified and/or anonymized such that it cannot reasonably identify a
specific individual.

Data Security and Breach Notification, We have implemented administrative, physical

and technical safeguards designed to secure the personal information in IXL's possession
and control from unauthorized access, disclosure and use. If an unauthorized party gains
access to or has been disclosed Student Data (a "Security Event"), that we have collected or
received through the Service under this Agreement, we will promptly notify the School. If,
due to a Security Event which is caused by the acts or omissions of IXL or its agents, a
notification to an individual, organization or government agency is required under applicable
privacy laws, the School shail be responsible for the timing, content, and method of any
such legally-required notice and compliance with such laws and IXL shall indemnify the
School for reasonable costs related to legally-required notifications. With respect to any
Security Event which is not caused by the acts or omissions of IXL or its agents, IXL shall
reasonably cooperate with School's investigation of the Security Event, as School requests,
at School's reasonable expense, but IXL shall not indemnify a School for costs associated
with the Security Event. IXL shall be responsible for the timing, content, cost and method of
notice and compliance with such laws as they relate to users that are not associated with a
School account.

State Specific Terms, The following additional terms may apply depending on the state a
School is located:

5.1 Connecticut

This Section 5.1 applies to the use of the Service by Schools located in the State of
Connecticut. The purpose of this Section 5.1 is to document compliance with applicable
Connecticut state laws that may apply to the use of the Service by Schools in Connecticut,
such as Conn. Gen. Stat. Ann. § 10-234aa-dd. This Section 5.1 incorporates by reference
the definitions set forth in Conn. Gen. Stat. Ann. § 10-234aa.

If you open an IXL account to provide the Service to students in a School located in
the State of Connecticut, you represent and warrant that you are authorized to do so on
behalf of the local or regional board of education with authority over the School and that
you are authorized to communicate with IXL on behalf of the focal or regional board of
education.

 


IXL and you shall comply with all applicable sections of Conn. Gen. Stat. Ann. § 10-
234aa-dd. The following terms shall apply as required by Conn. Gen. Stat. Ann. § 10-234bb.
To the extent that any such required terms conflict with other terms in this Agreement, the
terms of this Section 5.1 shail apply.

a. Student information, student records and student-generated content are not the
property of or under the control of IXL.

. The local or regional board of education may request the deletion of any student

information, student records or student-generated content in the possession of IXL by
sending a request to compliance@ix!.com. As permitted by Conn. Gen. Stat. Ann. § 10-
234bb(2), IXL is not required to delete information prohibited from deletion or required to
be retained under state or federal law or stored as a copy as part of a disaster recovery
storage system and that is (i) inaccessible to the public, and (ii) unable to be used in the
normal course of business by the contractor. IXL will, however, comply with requests for
deletion of student information, student, records, or student-generated content that is
restored from such disaster recovery storage systems.

IXL will not use student information, student records and student-generated content for any
purposes other than those authorized pursuant to this Agreement.

. Astudent, parent or legal guardian of a student may review personally identifiable
information contained in student information, student records or student-generated content
and correct erroneous information, if any, in such student record by contacting their School.
IXL will respond to such requests in accordance with instructions sent by an authorized

School representative to compliance@ixl.com.

IXL will take actions designed to ensure the security and confidentiality of student
information, student records and student-generated content.

IXL will promptly notify the local or regional board of education in accordance with the
provisions of section 10-234dd when there has been an unauthorized release, disclosure or
acquisition of student information, student records or student-generated content.

Student information, student records or student-generated content shall not be retained or
available to the contractor upon expiration of this Agreement. This restriction shall not apply
to the extent that a student, parent or legal guardian of a student independently establishes
or maintains an electronic account with IXL for the purpose of storing their student-
generated content.

IXL and the local or regional board of education shall ensure compliance with the Family
Educational Rights and Privacy Act of 1974, 20 USC 1232g, as amended from time to time.

The laws of the state of Connecticut shall govern the rights and duties of IXL and the local
or regional board of education.

If any provision of this Section 5.1 is held invalid by a court of competent jurisdiction, the
invalidity does not affect other provisions or applications of the contract which can be given
effect without the invalid provision or application.

6. MEMBERSHIP AND BILLING FOR ACCOUNTS WITH AUTOMATIC RENEWAL


This Section 6 applies to accounts that have been created through the Service using a credit
card and automatically renew.

You can find specific details regarding your membership with IXL at any time. Simply sign in
to your IXL account, click on the account menu in the upper-right corner, and select
Membership details. You may also contact IXL with any questions that you may have

by contacting us.

Billi 1 Aut tic R I

MEMBERSHIP SUBSCRIPTION RENEWAL FEES WILL BE AUTOMATICALLY CHARGED TO YOUR
CARD ON FILE EACH SUBSCRIPTION PERIOD (MONTHLY OR YEARLY), UNTIL YOU CANCEL.

By starting your IXL membership, you are expressly agreeing that we are authorized to
charge you the membership fee associated with the term of your membership (e.g.,
monthly or yearly) you chose during registration. Thereafter, we will automatically renew
your subscription on each (monthly or yearly) anniversary of your subscription date, and as
authorized by you by checking the box demonstrating your consent for automatic
monthly/yearly renewals of your subscription during the sign-up process, we will charge
your then-current payment method (or to a different payment method if you change your
account information) associated with your account with the applicable then-current fee and
any sales or similar taxes that may be imposed. Please note that prices and charges are
subject to change with notice. As used in this Agreement, “billing" shall indicate either a
charge or debit, as applicable, against your Payment Method.

You acknowledge that the amount billed each billing period may vary for reasons that
include differing amounts due to changes in your membership plan, and you authorize us to
charge your Payment Method for such varying amounts. Payments are nonrefundable and
there are no refunds or credits for partially used periods. We may change the fees and
charges in effect, or add new fees and charges from time to time, but we will give you
advance notice of these changes. If you want to use a different Payment Method or if there
is a change in Payment Method, such as your credit card validity or expiration date, you
may edit your Payment Method information from your Membership details page. To access
your Membership details page, sign in to your IXL account, click on the account menu in the
upper-right corner, and select Membership details. If your Payment Method reaches its
expiration date and you do not edit your Payment Method information or cancel your
account (see, "Cancellation" below), you authorize us to continue billing that Payment
Method and you remain responsible for any uncollected amounts.

You must cancel your membership before it renews each billing period to avoid billing of the
next membership fee to your Payment Method. The membership fee will be billed at the
beginning of the paying portion of your membership and each month or year thereafter
unless and until you cancel your membership. Sign in to your IXL account, click on the
account menu in the upper-right corner, and select Membership details to see the
commencement date for your next renewal period. We automatically bill your Payment
Method each month or year on the calendar day corresponding to the commencement of
your paying membership. Membership charges are fully earned upon payment.

Note: In the event your monthly membership began on a day not contained in a given
month, we bill your Payment Method on the last day of such month. For example, if you

 


became a paying member on January 31, your Payment Method would next be billed on
February 28.

 

You may cancel your IXL membership at any time,
and cancellation will be effective immediately. You will continue to have access to the
program until the current billing period ends. We do not provide refunds or credits for any
partially used membership periods. To cancel your membership, sign in to your IXL account
and click the words "Cancel membership" on your Membership details page. Follow the
instructions for cancellation under the heading "Cancel Membership."

Price Changes, We reserve the right to adjust the pricing for our Service, including but not
limited to membership subscription plans, in any manner and at any time as we may
determine in our sole and absolute discretion. Except as otherwise expressly provided for in
this Agreement, any price changes will take effect following posting or other notice to you
(e.g., e-mail).

Purchases through Third-Party Stores, If you purchased your IXL membership through
a third-party store, such as through your Apple iTunes or Google Play account, portions of

this Section may not apply to you. Because such a purchase is between you and the third-
party store, and not IXL, you acknowledge and agree that IXL is not responsible for billing

for your membership and is not responsible or liable for any claims relating to the billing of
your purchase. If you have questions about membership or billing, you should contact the

Apple iTunes store directly.

7. ACCOUNT PASSWORD AND SECURITY

You will have a password and account designation upon completing the Service's
registration process. You are responsible for maintaining the confidentiality of the password
and account and are fully responsible for all activities that occur under your password or
account. You agree to (a) immediately notify IXL of any unauthorized use of your password
or account or any other breach of security, and (b) ensure that you exit from your account
at the end of each session. IXL cannot and will not be liable for any unauthorized access to
your account or data that arises from your acts or omissions.

IXL accounts may not be shared by more than one person or organization unless express
authorization is given by IXL Learning, Inc.

8. USER CONTENT

You are solely responsible for any content that you create, transmit or display while using
the Service.

The Service or IXL may now or in the future allow Users to submit, post, display, provide, or
otherwise make available content such as text, images, comments, questions, and other
content or information (any such materials a User submits, posts, displays, provides, or
otherwise makes available on the Service is referred to as "User Content").

We claim no ownership rights over User Content created by you. The User Content you
create remains yours.


By submitting, posting, displaying, providing, or otherwise making available any User
Content on or through the Service or to IXL, you expressly grant, and you represent and
warrant that you have all rights necessary to grant, to IXL a royalty-free, sublicensable,
transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce,
modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly
perform, publicly display, and make derivative works of all such User Content in whole or in
part, and in any form, media or technology, whether now known or hereafter developed, for
use in connection with the Service and IXL's (and its successors’ and affiliates’) business,
including without limitation for promoting and redistributing part or all of the Service (and
derivative works thereof) in any media formats and through any media channels. You also
hereby grant each User of the Service a non-exclusive license to access your User Content
through the Service, and to use, reproduce, distribute, display and perform such User
Content as permitted through the functionality of the Service and under this Agreement.

You must have the legal right to the User Content you submit to the Service. You may not
upload or post any User Content to the Service that infringes the copyright, trademark or
other intellectual property rights of a third party nor may you upload User Content that
violates any third party's right of privacy or right of publicity. You may post only User
Content that you have permission to post by the by the owner or by law.

9. COPYRIGHT COMPLAINTS

It is our policy to respond to alleged infringement notices that comply with the Digital
Millennium Copyright Act of 1998 ("DMCA").

If you believe that your copyrighted work has been copied in a way that constitutes
copyright infringement and is accessible via the Service, please notify IXL's copyright agent
as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide
the following information in writing:

. An electronic or physical signature of a person authorized to act on behalf of the copyright
owner;

Identification of the copyrighted work that you claim has been infringed;

Identification of the material that is claimed to be infringing and where it is located on the
Service;

. Information reasonably sufficient to permit IXL to contact you, such as your address,
telephone number, and, e-mail address;

. Astatement that you have a good faith belief that use of the material in the manner
complained of is not authorized by the copyright owner, its agent, or law; and

. Astatement, made under penalty of perjury, that the above information is accurate, and
that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

 


DMCA Agent; Legal Department
IXL Learning, Inc.

777 Mariners Island Blvd.

Suite 600

San Mateo, CA 94404

E-mail: legalnotices@ixl.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS
INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL
PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

Please note that this procedure is exclusively for notifying IXL and its affiliates that your
copyrighted material has been infringed. The preceding requirements are intended to
comply with IXL's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but
do not constitute legal advice. It may be advisable to contact an attorney regarding your
rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, IXL has adopted a policy of
terminating, in appropriate circumstances, Users who are deemed to be repeat infringers.
IXL may also at its sole discretion limit access to the Service and/or terminate the accounts
of any Users who infringe any intellectual property rights of others, whether or not there is
any repeat infringement.

10. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with and are solely
responsible for ensuring compliance with all local laws, regulations, and rules in the
jurisdiction(s) in which you reside. You agree to comply with all applicable laws regarding
the transmission of data exported from the United States or the jurisdiction(s) in which you
reside.

11. INDEMNITY

To the extent permitted by applicable law, you agree to indemnify and hold IXL, and its
subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees,
harmless from any claim or demand, including reasonable attorneys’ fees, made by any
third party due to or arising out of (i) content you submit, post, transmit or make available
through the Service, including without limitation, User Content, (ii) your use or misuse of
the Service, (iii) your connection to the Service, (iv) your violation of the Agreement, (v)
your violation of any applicable law or the rights of another person or entity, (vi) your willful
misconduct, or (vii) any other party's access and use of the Service with your unique
username, password, or other appropriate security code. IXL reserves the right, at our own
expense, to assume the exclusive defense and control of any matter for which you are
required to indemnify us and you agree to cooperate with our defense of these claims.

12. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any

commercial purposes, any portion of the Service, use of the Service, or access to the
Service.


13. NOTIFICATION PROCEDURES AND MODIFICATIONS TO AGREEMENT

IXL may provide notifications, whether required or provided by law or otherwise, to you via
e-mail notice, written or hard copy notice, or through posting of such notice on our website,
as determined by IXL in our sole discretion.

IXL may, in its sole discretion, modify or update this Agreement from time to time, which
will be reflected in the ‘date last modified’ set forth below. If we change this Agreement in
a material manner, we will update the * Effective Date’ at the top of this page and notify
you that material changes have been made to this Agreement. Your continued use of the
Services following such update constitutes your acceptance of the revised Terms. If you do
not agree to any of the terms in this Agreement or to any future terms in a future revision
of this Agreement, do not use or access (or continue to access) the Service.

Notwithstanding the foregoing, IXL shall not make any material change to the Terms that
relate to the collection or use of Student Data without first giving notice to the school or
parent and providing a choice before the Student Data is used in a materially different
manner than was disclosed when the information was collected.

In the event that you have entered into a signed, written agreement with IXL in addition to
this Agreement, any changes to this Agreement will not be effective as to you until either
(a) you affirmatively accept the changes to this Agreement, either electronically or in a
signed writing or (b) upon renewal at the end of the current term of your account.

You will not be permitted to continue using the Service and IXL reserves the right to cancel
your account without notice if you refuse or otherwise fail to accept changes made by IXL to
this Agreement.

Notices that are required or permitted to be sent to IXL must be sent to the following
mailing address by certified mail with a copy sent by e-mail.

Legal Department

IXL Learning, Inc.

777 Mariners Island Blvd.
Suite 600

San Mateo, CA 94404
E-mail: legalnotices@ix!.com

14. MODIFICATION OR TERMINATION OF SERVICE

IXL reserves the right at any time and from time to time to modify or temporarily
discontinue the Service (or any part thereof) with or without notice. You agree that IXL shall
not be liable to you or to any third party for any modification, suspension or temporary
discontinuance of the Service. In the event of permanent discontinuance of the Service,
IXL's liability is limited to the paid subscription price, pro-rated to the amount of time
remaining on the subscription.

You agree that IXL, in its sole discretion, may suspend or terminate your password, account
(or any part thereof) or use of the Service, for any reason, including, without limitation, for
lack of use or if IXL believes that you have violated or acted inconsistently with the letter or

 


spirit of this Agreement. You agree that any termination of your access to the Service under
any provision of this Agreement may be implemented without prior notice, and you
acknowledge and agree that IXL may immediately deactivate or delete your account and all
data relating to your account and/or bar any further access to the Service. Further, you
agree that IXL shall not be liable to you or any third party for any termination of your
access to the Service.

15. LINKS

The Service may provide, or third parties may provide, links to other Internet websites or
resources. Because IXL has no control over such sites and resources, you acknowledge and
agree that IXL is not responsible for the availability of such external sites or resources, and
does not endorse and is not responsible or liable for any content, advertising, products, or
other materials on or available from such sites or resources. You further acknowledge and
agree that IXL shall not be responsible or liable, directly or indirectly, for any damage or
loss caused or alleged to be caused by or in connection with use of or reliance on any such
content, goods or services available on or through any such site or resource.

16. IXL's PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection
with the Service ("Software") contain proprietary and confidential information that is
protected by applicable intellectual property and other laws. You further acknowledge and
agree that information presented to you through the Service is protected by copyrights,
trademarks, service marks, patents or other proprietary rights and laws. Except as
expressly authorized by IXL or advertisers, you agree not to copy, modify, rent, lease, loan,
sell, distribute or create derivative works based on the Service or the Software, in whole or
in part. Any automated scraping, harvesting, indexing, mining, or any other extraction of
any content from the Service is expressly prohibited.

The Service is protected by copyright and other laws in both the United States and
elsewhere. Under the terms of this Agreement, it is expressly forbidden to distribute or
reproduce the content of the Service or any portion thereof by any means, including but not
limited to electronic and print.

IXL reserves the right to cancel your account without refund if it is determined that you
have violated this section of the Agreement.

17. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS. IXL EXPRESSLY DISCLAIMS ALL WARRANTIES AND
CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FORA
PARTICULAR PURPOSE AND NON-INFRINGEMENT.


2. IXL MAKES NO WARRANTY OR CONDITION THAT (i) THE SERVICE WILL MEET YOUR
REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE
SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN
THE SOFTWARE WILL BE CORRECTED.

3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM
IXL OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY OR
CONDITION NOT EXPRESSLY STATED IN THE AGREEMENT.

18. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IXL, ITS
AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS 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 (EVEN IF IXL HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE
INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS
AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES
PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO
THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF
YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY
ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

In no event shall IXL or its subsidiaries, parent companies, affiliates, licensors, contractors,
employees, officers, directors, agents or third-party partners’ total liability to you for all
damages, losses, and causes of action arising out of or relating to this Agreement or your
use of the IXL Service (whether in contract, tort, warranty or otherwise, exceed the amount
paid by you, if any, for accessing the IXL Service during the twelve (12) months preceding
your claim or one hundred dollars ($100), whichever is greater.

19. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND
CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN CLAIMS OR
DAMAGES SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE
DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT
WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

20. TRADEMARK INFORMATION

 


IXL and the IXL logo are registered trademarks of IXL Learning, Inc. You agree not to use
any IXL trademarks without the express advance written permission of IXL.

21. GOVERNING LAW AND VENUE

You agree that: (i) the Service shall be deemed solely based in California; and (ii) the
Service shall be deemed a passive one that does not give rise to personal jurisdiction over
us, either specific or general, in jurisdictions other than California. This Agreement shall be
governed by the internal substantive laws of the State of California, without respect to its
conflict of laws principles. The parties acknowledge that this Agreement evidences a
transaction involving interstate commerce. Notwithstanding the preceding sentences with
respect to the substantive law, any arbitration conducted pursuant to the terms of this
Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). This
Agreement is a contract for the provision of services and not a contract for the sale of
goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer
Information Transaction Act (UCITA), or any substantially similar legislation as may be
enacted, shall not apply to this Agreement. If you are located outside of the territory of the
United States, the parties agree that the United Nations Convention on Contracts for the
International Sale of Goods shall not govern this Agreement or the rights and obligations of
the parties under this Agreement.

You agree to submit to the personal jurisdiction of the federal and state courts located in
San Mateo County, California for any actions for which we retain the right to seek injunctive
or other equitable relief in a court of competent jurisdiction to prevent the actual or
threatened infringement, misappropriation or violation of our copyrights, trademarks, trade
secrets, patents, or other intellectual property or proprietary rights, as set forth in the
Arbitration provision below, including any provisional relief required to prevent irreparable
harm. You agree that San Mateo County, California is the proper forum for any appeals of
an arbitration award or for trial court proceedings if the arbitration provision below is found
to be unenforceable.

22. ARBITRATION

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE
THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM IXL.
For any dispute with IXL, you agree to first contact us at legainotices@ixl.com and attempt
to resolve the dispute with us informally. In the unlikely event that IXL has not been able to
resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim,
dispute, or controversy (excluding any claims for injunctive or other equitable relief as
provided below) arising out of or in connection with or relating to this agreement, or the
breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by JAMS,
under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as
provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be
conducted in San Mateo County, California, unless you and IXL agree otherwise. If you are a
School or are using the Service for commercial purposes, each party will be responsible for
paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules,
and the award rendered by the arbitrator shall include costs of arbitration, reasonable
attorneys' fees and reasonable costs for expert and other witnesses. If you are an individual
using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for
the initiation of your case, unless you apply for and successfully obtain a fee waiver from


JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your
reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and
(iii) you may sue in a small claims court of competent jurisdiction without first engaging in
arbitration, but this does not absolve you of your commitment to engage in the informal
dispute resolution process. Any judgment on the award rendered by the arbitrator may be
entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as
preventing IXL from seeking injunctive or other equitable relief from the courts as necessary
to prevent the actual or threatened infringement, misappropriation, or violation of our data
security, Intellectual Property Rights or other proprietary rights.

23. CLASS ACTION/JURY TRIAL WAIVER

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE
OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES,
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION,
PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS
WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE
ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE
THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND IXL ARE EACH WAIVING THE RIGHT
TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION,
PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY
KIND.

24. ADDITIONAL TERMS FOR MOBILE APPLICATIONS

Mobile Applications, Generally, We may make available software to access the Service

via a mobile device ("Mobile Applications"). To use a Mobile Application, you must have a
mobile device that is compatible with at least one of the Mobile Applications. IXL does not
warrant that the Mobile Applications will be compatible with your mobile device. You may
use mobile data in connection with the Mobile Applications and may incur additional charges
from your wireless provider for these services. You agree that you are solely responsible for
any such charges. IXL hereby grants you a non-exclusive, non-transferable, revocable
license to use a compiled code copy of the Mobile Applications for one IXL User Account on
one mobile device owned or leased solely by you, for your personal use. You may not: (i)
modify, disassemble, decompile or reverse engineer the Mobile Applications, except to the
extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell,
sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use
the Mobile Applications to provide time sharing or similar services for any third party; (iii)
remove, circumvent, disable, damage or otherwise interfere with security-related features of
the Mobile Applications, features that prevent or restrict use or copying of any content
accessible through the Mobile Applications, or features that enforce limitations on use of the
Mobile Applications; or (iv) delete the copyright and other proprietary rights notices on the
Mobile Applications. You acknowledge that IXL may from time to time issue updates and
upgrades, including but not limited to upgraded versions of the Mobile Applications, and
may automatically electronically upgrade the version of the Mobile Applications that you are
using on your mobile device. By installing the Mobile Applications, you consent to the
activation of the Mobile Application by IXL, 777 Mariners Island Blvd., Suite 600, San Mateo,
CA 94404, and to all future automatic upgrading and updating on your mobile device, and
agree that the terms and conditions of this Agreement will apply to all such upgrades. You

 


can withdraw your consent at any time by uninstalling the Mobile Applications. To request
assistance, please contact IXL support at help@ixl.com. You acknowledge and understand
and agree that the Mobile Applications, and the Service (including any updates and
upgrades) will (a) cause your device to automatically communicate with our servers to
deliver the Service's functionalities (as described where you downloaded the Mobile
Applications (such as iTunes and Google stores) (b) affect the app-related preferences or
data stored in your device, and (c) collect personal information as set out in our Privacy
Policy. Any third-party code that may be incorporated in the Mobile Applications is covered
by the applicable open source or third-party license EULA, if any, authorizing use of such
code. The foregoing license grant is not a sale of the Mobile Applications or any copy
thereof, and IXL or its third-party partners or suppliers retain all right, title, and interest in
the Mobile Applications (and any copy thereof). Any attempt by you to transfer any of the
rights, duties or obligations hereunder, except as expressly provided for in this Agreement,
is void. IXL reserves all rights not expressly granted under this Agreement. If the Mobile
Applications is being acquired on behalf of the United States Government, then the following
provision applies. The Mobile Applications will be deemed to be “commercial computer
software" and "commercial computer software documentation," respectively, pursuant to
DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction,
release, performance, display or disclosure of the Service and any accompanying
documentation by the U.S. Government will be governed solely by this Agreement and is
prohibited except to the extent expressly permitted by this Agreement. The Mobile
Applications originates in the United States, and is subject to United States export laws and
regulations. The Mobile Applications may not be exported or re-exported to certain countries
or those persons or entities prohibited from receiving exports from the United States. In
addition, the Mobile Applications may be subject to the import and export laws of other
countries. You agree to comply with all United States and foreign laws related to use of the
Mobile Applications and the Service.

Mobile Applications from Apple App Store, The following applies to any Mobile
Applications you acquire from the Apple App Store ("Apple-Sourced Software"): You

acknowledge and agree that this Agreement is solely between you and IXL, not Apple, Inc.
("Apple") and that Apple has no responsibility for the Apple-Sourced Software or content
thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of
Service. You acknowledge that Apple has no obligation whatsoever to furnish any
maintenance and support services with respect to the Apple-Sourced Software. In the event
of any faiture of the Apple-Sourced Software to conform to any applicable warranty, you
may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software
to you; to the maximum extent permitted by applicable law, Apple will have no other
warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other
claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform
to any warranty will be solely governed by this Agreement and any law applicable to IXL as
provider of the software. You acknowledge that Apple is not responsible for addressing any
claims of you or any third party relating to the Apple-Sourced Software or your possession
and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability
claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable
legal! or regulatory requirement; and (iii) claims arising under consumer protection or similar
legislation; and all such claims are governed solely by this Agreement and any law
applicable to IXL as provider of the software. You acknowledge that, in the event of any
third-party claim that the Apple-Sourced Software or your possession and use of that Apple-
Sourced Software infringes that third party's intellectual property rights, IXL, not Apple, will


be solely responsible for the investigation, defense, settlement and discharge of any such
intellectual property infringement claim to the extent required by this Agreement. You and
IXL acknowledge and agree that Apple, and Apple's subsidiaries, are third-party
beneficiaries of this Agreement as relates to your license of the Apple-Sourced Software,
and that, upon your acceptance of the terms and conditions of this Agreement, Apple will
have the right (and will be deemed to have accepted the right) to enforce this Agreement as
relates to your license of the Apple-Sourced Software against you as a third-party
beneficiary thereof.

 

The following applies to any Mobile
Applications you acquire from the Google Play Store ("Google-Sourced Software"): (i) you
acknowledge that the Agreement is between you and IXL only, and not with Google, Inc.
("Google"); (ii) your use of Google-Sourced Software must comply with Google's then-
current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play
Store where you obtained the Google-Sourced Software; (iv) IXL, and not Google, is solely
responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you
with respect to Google-Sourced Software or the Agreement; and (vi) you acknowledge and
agree that Google is a third-party beneficiary to the Agreement as it relates to IXL's Google-
Sourced Software.

25. GENERAL TERMS

This Agreement, together with any amendments and any additional agreements you may
enter into with IXL relating to the Service, shall constitute the entire agreement between
you and IXL and govern your use of the Service, superseding any prior agreements between
you and IXL. We object to and reject any additional or different terms proposed by you,
including those contained in your purchase order, acceptance or website. This Agreement
may only be superseded by a signed, notarized writing executed by an officer of IXL. The
failure of IXL to exercise or enforce any right or provision of this Agreement shall not
constitute a waiver of such right or provision. If any provision of the Agreement is found by
a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court
should endeavor to give effect to the parties’ intentions as reflected in the provision, and
the other provisions of the Agreement remain in full force and effect. Except for actions for
nonpayment or breach of a party's proprietary rights, no action, regardless of form, arising
out of or relating to this Agreement may be brought by either party more than one (1) year
after the cause of action has accrued. We might make versions of this Agreement or one or
more of our Policies available in languages other than English. If we do, the English version
of this Agreement and any such Policies will govern our relationship and the translations are
provided for convenience only and will not be interpreted to modify the English version of
this Agreement or such Policies.

The section titles in this Agreement are for convenience only and have no legal or
contractual effect.

Colchester Public Schools

  

Name:

 

 

 


IXL LEARNING, Inc.

Name: Paul Mishkin

 

Position: _cEo
Date: 12/3/2021

Signature: -2fW4~“L-

Last Updated: June 1, 2018

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