END-USER LICENSE AGREEMENT FOR SCHOOL DAY

This end-user license agreement (hereinafter “EULA”) is a legally binding agreement between you (a single natural or legal person, hereinafter “Licensee”) and School Day Helsinki Oy and its affiliates (hereinafter “School Day”). School Day authorizes Licensee to use and install the Software (as defined below) under the terms and conditions set forth herein.

PLEASE READ THIS EULA CAREFULLY BEFORE USING THE SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, LICENSEE CONFIRMS THAT LICENSEE HAS READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS EULA AND THAT LICENSEE AGREES TO BE BOUND BY IT. IF LICENSEE DOES NOT AGREE OR DOES NOT WISH TO BECOME A PARTY TO THIS EULA, LICENSEE SHOULD NOT INSTALL OR USE THE SOFTWARE. 

1. DEFINITIONS

“School Day” shall refer to School Day Helsinki Oy, a corporation validly incorporated under the laws of Finland, including its subsidiaries and affiliates.

“Documentation” shall mean the mobile or desktop application, any manual materials and printed matter, if any, accompanying the Software.

“Software” shall mean the mobile or desktop application, and other software content, owned by School Day or its licensors, that are downloaded by, or delivered to, Licensee by School Day at the same time as this EULA.

“Upgrade” shall mean software offered to Licensee by School Day for the purpose of replacing an older version of the Software and the related agreement and licenses with the latest versions.

2. GRANTING OF LICENSE

Subject to compliance with the terms of this EULA, School Day grants Licensee a limited, personal, non-exclusive, non-transferable license to use and install the Software subject to the terms and conditions of this EULA. Any terms or conditions appearing on the face or reverse side of any purchase order, purchase order acknowledgment or other order document that are different from, or in addition to, the terms of this EULA will not be binding on School Day, even if payment is accepted. Any violation of this Section 2 and/or Section 3 shall immediately terminate this license grant. Any use of the Software inconsistent with the terms and conditions set forth herein is strictly prohibited and will be deemed a breach of this EULA. Licensee is authorized to utilize the Software only for Licensee’s individual needs, or, if Licensee is a legal person, only for internal business purposes pursued by Licensee’s employees or other persons who are working for Licensee, on Licensee’s behalf, and for Licensee’s benefit.  Moreover, School Day grants Licensee a worldwide, nonexclusive, nontransferable, and perpetual license to use the Documentation. Licensee may make copies of the Documentation for Licensee’s own internal business purposes.

3. RESTRICTIONS

As this is an end-user license, Licensee acknowledges that any dissemination or distribution, whether by loaning, selling, hiring out, or otherwise transferring the Software, is strictly prohibited.

Licensee acknowledges and agrees that Licensee is not allowed to remove or circumvent any digital rights management mechanism, and Licensee may not use the Software in conjunction with, or with the assistance of, any codes, keys, mechanisms, or hardware or software components that are meant to circumvent the protection and that are supplied to Licensee by someone other than School Day or one of its authorized distributors.

Licensee shall not, and shall not permit others to: (i) modify, translate, decompile, bootleg, reverse engineer, disassemble, or extract the inner workings of the Software, (ii) copy the look-and-feel or functionality of the Software; (iii) remove any proprietary notices, marks, labels, or logos from the Software and/or the Documentation; (iv) rent or transfer all or some parts of the Software to any third party without School Day’s prior written consent; or (v) utilize any computer software or hardware which is designed to defeat any copy protection device, should the Software be equipped with such a protection device. Unauthorized copying of the Software, or failure to comply with any of the provisions of this EULA, will result in automatic termination of this license. Title and copyrights to the Software and/or the Documentation and any copies made by Licensee remain with School Day and its licensors.

Licensee shall not export, re-export, resell, ship or divert or cause to be exported, re-exported, resold, shipped or diverted, directly or indirectly, the Software under this EULA.

4. OWNERSHIP

The Software, any copy made thereof, and all rights therein, including but not limited to copyrights, patents, utility models, industrial designs / design patents, registered and/or unregistered trademarks, trade secrets, and any other industrial rights, are owned by School Day and/or its licensors. These rights are protected by the provisions of international treaties and applicable national law. All rights not expressly granted to Licensee in sections 2 of this EULA are reserved to School Day and its licensors. The Software is licensed, not sold, and Licensee does not acquire any ownership of the Software or other rights regarding, including but not limited to, copyrights, patents, utility models, industrial designs / design patents, registered and/or unregistered trademarks or any other industrial rights.

All rights that Licensee has for the content Licensee has stored in the system and that is processed by the Software shall remain in Licensee’s ownership.

5. CONFIDENTIALITY

Licensee acknowledges that the Software, the code of the Software and the Documentation contain valuable proprietary information and trade secrets and that unauthorized or improper use of the Software and the Documentation will result in irreparable harm to School Day for which monetary damages would be inadequate and for which School Day will be entitled to immediate injunctive relief. Accordingly, Licensee will limit access to the Software and the Documentation to those of Licensee’s employees and agents who need to use the Software and the Documentation for Licensee’s internal business purposes, and Licensee will take appropriate action with those employees and agents to preserve the confidentiality of the Software and the Documentation, using the same degree of care to avoid unauthorized or improper disclosure as Licensee uses for the protection of Licensee’s own proprietary software, but in no event less than reasonable care. Notwithstanding anything to the contrary herein, Licensee shall have no obligation to preserve the confidentiality of any proprietary information that: (i) was in the public domain at the time of disclosure; (ii) entered the public domain through no fault of Licensee; (iii) was given to Licensee free of any obligation to keep it confidential; (iv) is independently developed by Licensee; or (v) is disclosed as required by law provided that Licensee notifies School Day prior to such disclosure and provide School Day with a reasonable opportunity to respond.

6. WARRANTY

LICENSEE AGREES THAT THE SOFTWARE AND THE DOCUMENTATION IS PROVIDED TO LICENSEE "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER SCHOOL DAY NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD-PARTY PATENTS, UTILITY MODELS, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS. SCHOOL DAY DOES NOT WARRANT THAT THE SOFTWARE MEETS LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL SCHOOL DAY, ITS EMPLOYEES, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF HOW THESE WERE CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER AREA OF LAW OR FROM LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SCHOOL DAY OR ITS LICENSORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF LICENSEE’S JURISDICTION DOES NOT ALLOW EXCLUSION OF LIABILITY, THE FOREGOING DOES NOT APPLY TO LICENSEE. HOWEVER, IN NO EVENT SHALL THE LIABILITY OF SCHOOL DAY EXCEED $ 100.

8. DISPUTE RESOLUTION

Before filing a claim against School Day relating to the Software or this EULA, you agree to try to resolve the dispute informally by sending a notice of dispute via email to:

Email: [INSERT]

Subject Line: "Attn: Legal"

The notice must include your name, mailing address, and phone number (if any), and must describe the nature and basis of the claim or dispute, as well as set forth the specific relief sought. If a dispute is not resolved within 60 days of after we receive your notice, either you or we may bring a formal arbitration proceeding with the American Arbitration Association ("AAA").

9.                          AGREEMENT TO ARBITRATE

• Arbitration. Please read the following sections carefully, as they affect your rights. You and School Day agree to resolve any claims relating to this EULA through final and binding arbitration. This agreement to arbitrate is intended to be broadly interpreted, and includes claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. You acknowledge that this EULA evidences a transaction involving interstate commerce, and thus the United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this EULA.
• Opting-Out of Arbitration. YOU MAY OPT-OUT OF THE AGREEMENT TO ARBITRATE BY PROVIDING SCHOOL DAY WRITTEN NOTICE WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THIS EULA. YOUR NOTICE MUST INCLUDE: (I) YOUR FULL NAME (FIRST AND LAST); (II) THE EMAIL ADDRESS YOU USED TO REGISTER YOUR ACCOUNT; AND (III) A CLEAR STATEMENT THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.
• Costs of Arbitration. School Day will pay all AAA filing, administration, and arbitrator fees for any arbitration we initiate. You will pay the fees for any arbitration you initiate, in accordance with the AAA Rules. However, if you initiate an arbitration after attempting to informally resolve a dispute in accordance with this EULA, and are seeking relief valued at $300 or less (both to you and us), School Day will pay all AAA filing, administration, and arbitrator fees. If your claim is for greater than $300 but less than $10,000, School Day will pay all such fees in excess of $20. After School Day receives notice at the email address above that you have commenced such an arbitration, School Day shall promptly reimburse you for any portion of the filing fee you have paid that School Day has agreed to pay.
• Frivolous Claims. If the arbitrator determines that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set for the in Federal Rule of Civil Procedure 11(b)), then: the payment of all AAA filing, administration, and arbitrator fees shall be governed by the AAA Rules and you agree to reimburse us for any amount we have paid on your behalf to the AAA. School Day shall not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
• Arbitration Procedures. You agree that one arbitrator from the AAA will arbitrate the dispute under the AAA Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes, as modified by this arbitration provision. The award of the arbitrator shall be accompanied by a reasoned opinion. The arbitration will be held in the United States county where you live or work, or any other location that we mutually agree to.
• No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. You may not bring a claim as part of a class arbitration, class action, private attorney general action, or consolidation with other arbitrations.
• Judicial Forum. In the event that this agreement to arbitrate is found not to apply to you or your claim, you and School Day agree that any judicial proceeding (other than small claims actions) will be brought in Helsinki, Finland. Both you and School Day consent to venue and personal jurisdiction there, and waive any objection as to inconvenient forum.
• Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to this EULA or your use of the Software must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.
• Future Changes to Agreement to Arbitrate. Notwithstanding any provision in this EULA to the contrary, you agree that if School Day makes any future change to this arbitration provision (other than a change to the notice email address above, website links, or telephone numbers listed in this provision), any such changes will not affect disputes that arose before the effective date of the change.

10. OTHER TERMS

10.1 Applicable law: This EULA shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Should any provision or portion of this EULA be found unenforceable or void, the rest of the EULA remains in full force and effect.

10.2. Waiver of Jury Trial: LICENSEE KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT LICENSEE MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS EULA.

10.3. Order of precedence: This EULA takes precedence over any prior agreement and any communication or agreement translations. For the avoidance of doubt, all terms and conditions of the English-language version shall apply in the event of any discrepancies between the EULA and a translation thereof.

10.4. Termination: School Day may terminate this EULA and revoke respective licenses with immediate effect in the event of Licensee’s breach of the EULA, or Licensee’s use of the Software to commit criminal offences or otherwise illegal acts.

10.5. Entire Agreement: This EULA contains the entire agreement regarding Licensee’s use of the Software and may be amended only in writing signed by both parties, except that School Day may modify this EULA as necessary to comply with applicable laws and regulations.

10.6. Assignment: This EULA may not be assigned or otherwise transferred by Licensee.

10.7. Improvements to the Software: Nothing in this EULA limits the rights of School Day to make improvements to, and revisions of, the Software and related information.

END-USER LICENSE AGREEMENT FOR SCHOOL DAY

This end-user license agreement (hereinafter “EULA”) is a legally binding agreement between you (a single natural or legal person, hereinafter “Licensee”) and SchoolDay LLC and its affiliates (hereinafter “School Day”). School Day authorizes Licensee to use and install the Software (as defined below) under the terms and conditions set forth herein.

PLEASE READ THIS EULA CAREFULLY BEFORE USING THE SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, LICENSEE CONFIRMS THAT LICENSEE HAS READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS EULA AND THAT LICENSEE AGREES TO BE BOUND BY IT. IF LICENSEE DOES NOT AGREE OR DOES NOT WISH TO BECOME A PARTY TO THIS EULA, LICENSEE SHOULD NOT INSTALL OR USE THE SOFTWARE. 

1. DEFINITIONS

“School Day” shall refer to SchoolDay LLC, a corporation validly incorporated under the laws of Delaware, including its subsidiaries and affiliates.

“Documentation” shall mean the mobile or desktop application, any manual materials and printed matter, if any, accompanying the Software.

“Software” shall mean the mobile or desktop application, and other software content, owned by School Day or its licensors, that are downloaded by, or delivered to, Licensee by School Day at the same time as this EULA.

“Upgrade” shall mean software offered to Licensee by School Day for the purpose of replacing an older version of the Software and the related agreement and licenses with the latest versions.

2. GRANTING OF LICENSE

Subject to compliance with the terms of this EULA, School Day grants Licensee a limited, personal, non-exclusive, non-transferable license to use and install the Software subject to the terms and conditions of this EULA. Any terms or conditions appearing on the face or reverse side of any purchase order, purchase order acknowledgment or other order document that are different from, or in addition to, the terms of this EULA will not be binding on School Day, even if payment is accepted. Any violation of this Section 2 and/or Section 3 shall immediately terminate this license grant. Any use of the Software inconsistent with the terms and conditions set forth herein is strictly prohibited and will be deemed a breach of this EULA. Licensee is authorized to utilize the Software only for Licensee’s individual needs, or, if Licensee is a legal person, only for internal business purposes pursued by Licensee’s employees or other persons who are working for Licensee, on Licensee’s behalf, and for Licensee’s benefit.  Moreover, School Day grants Licensee a worldwide, nonexclusive, nontransferable, and perpetual license to use the Documentation. Licensee may make copies of the Documentation for Licensee’s own internal business purposes.

3. RESTRICTIONS

As this is an end-user license, Licensee acknowledges that any dissemination or distribution, whether by loaning, selling, hiring out, or otherwise transferring the Software, is strictly prohibited.

Licensee acknowledges and agrees that Licensee is not allowed to remove or circumvent any digital rights management mechanism, and Licensee may not use the Software in conjunction with, or with the assistance of, any codes, keys, mechanisms, or hardware or software components that are meant to circumvent the protection and that are supplied to Licensee by someone other than School Day or one of its authorized distributors.

Licensee shall not, and shall not permit others to: (i) modify, translate, decompile, bootleg, reverse engineer, disassemble, or extract the inner workings of the Software, (ii) copy the look-and-feel or functionality of the Software; (iii) remove any proprietary notices, marks, labels, or logos from the Software and/or the Documentation; (iv) rent or transfer all or some parts of the Software to any third party without School Day’s prior written consent; or (v) utilize any computer software or hardware which is designed to defeat any copy protection device, should the Software be equipped with such a protection device. Unauthorized copying of the Software, or failure to comply with any of the provisions of this EULA, will result in automatic termination of this license. Title and copyrights to the Software and/or the Documentation and any copies made by Licensee remain with School Day and its licensors.

Licensee shall not export, re-export, resell, ship or divert or cause to be exported, re-exported, resold, shipped or diverted, directly or indirectly, the Software under this EULA.

4. OWNERSHIP

The Software, any copy made thereof, and all rights therein, including but not limited to copyrights, patents, utility models, industrial designs / design patents, registered and/or unregistered trademarks, trade secrets, and any other industrial rights, are owned by School Day and/or its licensors. These rights are protected by the provisions of international treaties and applicable national law. All rights not expressly granted to Licensee in sections 2 of this EULA are reserved to School Day and its licensors. The Software is licensed, not sold, and Licensee does not acquire any ownership of the Software or other rights regarding, including but not limited to, copyrights, patents, utility models, industrial designs / design patents, registered and/or unregistered trademarks or any other industrial rights.

All rights that Licensee has for the content Licensee has stored in the system and that is processed by the Software shall remain in Licensee’s ownership.

5. CONFIDENTIALITY

Licensee acknowledges that the Software, the code of the Software and the Documentation contain valuable proprietary information and trade secrets and that unauthorized or improper use of the Software and the Documentation will result in irreparable harm to School Day for which monetary damages would be inadequate and for which School Day will be entitled to immediate injunctive relief. Accordingly, Licensee will limit access to the Software and the Documentation to those of Licensee’s employees and agents who need to use the Software and the Documentation for Licensee’s internal business purposes, and Licensee will take appropriate action with those employees and agents to preserve the confidentiality of the Software and the Documentation, using the same degree of care to avoid unauthorized or improper disclosure as Licensee uses for the protection of Licensee’s own proprietary software, but in no event less than reasonable care. Notwithstanding anything to the contrary herein, Licensee shall have no obligation to preserve the confidentiality of any proprietary information that: (i) was in the public domain at the time of disclosure; (ii) entered the public domain through no fault of Licensee; (iii) was given to Licensee free of any obligation to keep it confidential; (iv) is independently developed by Licensee; or (v) is disclosed as required by law provided that Licensee notifies School Day prior to such disclosure and provide School Day with a reasonable opportunity to respond.

6. WARRANTY

LICENSEE AGREES THAT THE SOFTWARE AND THE DOCUMENTATION IS PROVIDED TO LICENSEE "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER SCHOOL DAY NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD-PARTY PATENTS, UTILITY MODELS, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS. SCHOOL DAY DOES NOT WARRANT THAT THE SOFTWARE MEETS LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL SCHOOL DAY, ITS EMPLOYEES, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF HOW THESE WERE CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER AREA OF LAW OR FROM LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SCHOOL DAY OR ITS LICENSORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF LICENSEE’S JURISDICTION DOES NOT ALLOW EXCLUSION OF LIABILITY, THE FOREGOING DOES NOT APPLY TO LICENSEE. HOWEVER, IN NO EVENT SHALL THE LIABILITY OF SCHOOL DAY EXCEED $ 100.

8. OTHER TERMS

8.1 Applicable law: This EULA shall be governed by and construed in accordance with the laws of US, without regard to the conflicts of laws principles thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Should any provision or portion of this EULA be found unenforceable or void, the rest of the EULA remains in full force and effect.

8.2. Settlement of disputes: Any controversy or claim arising out of or relating to this EULA, or the breach thereof, shall be settled by arbitration administered by the Finland Chamber of Commerce in accordance with its Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Helsinki, Finland and the number of arbitrators shall be one (1). The arbitrator shall have the authority to grant all remedies provided for by law. Licensee further agrees that the prevailing party in such final and binding arbitration shall be entitled to recover its reasonable attorney’s fees.

8.3. Order of precedence: This EULA takes precedence over any prior agreement and any communication or agreement translations. For the avoidance of doubt, all terms and conditions of the English-language version shall apply in the event of any discrepancies between the EULA and a translation thereof.

8.4. Termination: School Day may terminate this EULA and revoke respective licenses with immediate effect in the event of Licensee’s breach of the EULA, or Licensee’s use of the Software to commit criminal offences or otherwise illegal acts.

8.5. Entire Agreement: This EULA contains the entire agreement regarding Licensee’s use of the Software and may be amended only in writing signed by both parties, except that School Day may modify this EULA as necessary to comply with applicable laws and regulations.

8.6. Assignment: This EULA may not be assigned or otherwise transferred by Licensee.

8.7. Improvements to the Software: Nothing in this EULA limits the rights of School Day to make improvements to, and revisions of, the Software and related information.