IMPORTANT NOTICE TO ALL SUBSCRIBERS...PLEASE READ CAREFULLY:

The terms "we", "us", and "our" refer to Vantage Labs, LLC, Vantage Learning USA, LLC, VantageOnLineStore.com, McCann Associates Holdings, LLC and/or Vantage OnDemand (INTL), Limited, the international distributor for McCann and Vantage or any of their affiliated companies (collectively "Vantage"). "You", "your", "grantee", "subscriber" or "end-user" refer to the individual and/or entity that has procured and/or who (which) accesses or uses Services. "Subscription Services" or "services" refer to software service application accessed by you via the internet. "Technical services" refers to support, consulting, or other services including customizations you have ordered (if any apply). The terms 'Subscription Services' or 'service(s)' may be used interchangeably within this document.

LEGAL AGREEMENT

The Vantage Terms and Conditions ("Agreement") is a legal agreement between you as Subscriber Licensee/Grantee and Vantage, Licensor/Grantor for use of the Service incorporating proprietary underlying IntelliMetric� or other proprietary technologies and any related documentation. Services are accessed solely through use of the software services IP domain, web address and Application Protocol Interface (API) technology via the Internet. By using the Service, you agree to be bound by the terms of this Agreement and subscription. If you do not agree to the terms of this Agreement, you may not use the Service. The Service is licensed on a software-as-a-service basis through subscription, it is never sold. The terms and conditions for access to and use of Services include and protect any related documentation or materials that may be distributed to you or to which you may gain access as an end-user. Your access to and use of Services is authorized exclusively by Vantage at its sole discretion and is further contingent upon timely and seasonable payment of subscription and/or service fees as a condition precedent to initial and continued access and use of such Services. The Service is procured on an individual-use basis. Pricing, fees, as well as the manner and timing of payment for Services may be governed collaterally by separate purchase order. By using Services, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not use Services.

MODIFICATIONS TO SERVICES AND TERMS AND CONDITIONS OF USE

Vantage may at any time make modifications, changes, revisions, maintenance updates, enhancements and alterations to services or these Terms and Conditions, without prior notice. Subscribers are responsible for regularly reviewing this Agreement. Your continued use of Services following any modifications, changes, revisions, maintenance updates, enhancements, and alterations shall constitute your acceptance of each modification, change, alteration and the like.

WHAT THIS SUBSCRIPTION AGREEMENT COVERS

Domestic and Foreign Intellectual Property statutes, treaties, conventions, protocols and agreements, including copyright laws (collectively "Intellectual Property law") protect the Service. The Service is accessed exclusively on a subscription basis, it is not sold; GraderAide is not a 'product', it is a pure service. As a subscriber, you acknowledge, assent to and agree to abide by all Intellectual Property law pertaining to and protecting the Service. You must hold a valid subscription, which we assign to you, in order to use the Service.

Your order is not effective until accepted by us. Upon acceptance we grant you limited authority to access and use the Service on a personal subscription basis, i.e. only valid paid-up subscribers have authority to access and use the service. The Service is intended exclusively for the personal use of each individual paid subscriber. Sharing of subscription details, including username and password is strictly prohibited and shall be immediate cause for cancellation of service without notice.

SUBSCRIPTION TERMS

Introductory Money Back Guarantee: After purchasing an annual subscription, if you are dissatisfied with GraderAide, we will refund your subscription fee subject to the following terms:

You may submit up to three (3) submissions for scoring. If you are not satisfied with GraderAide after three (3) submissions, you may cancel your annual subscription by contacting customer support by emailing graderaidesupport@vantage.com.

The cancellation must be made within the first thirty (30) days after purchase. If you submit more than three (3) submissions, you may cancel the subscription pursuant to our Cancellation Policy outlined below.

Annual Subscription: By purchasing an annual subscription, you agree to an initial pre-payment for one full year of service. At the conclusion of the first year subscription and each year thereafter, you will be billed a recurring annual subscription renewal fee at the then-current annual subscription rate. You may cancel your annual subscription any time before the next billing cycle, subject to our cancellation policy.

Automatic annual renewal terms: Your credit card will be billed for the annual subscription renewal in the first month of your next annual subscription. If you purchase an annual subscription beginning in July 2019 and ending in June 2020, we will bill you for the second year, July 2020 to June 2021 in July 2020, unless you cancel your annual subscription before July 2020. You accept all responsibility for all recurring charges prior to cancellation. You may cancel your annual subscription anytime before the next billing cycle, subject to our cancellation policy.

Cancellation Policy: Annual Subscription fees are non-refundable except when the subscription is cancelled pursuant to the Introductory Money Back Guarantee. You may cancel your Annual Subscription at any time after you are billed for the then-current year and before you are billed for the next year, by contacting customer support by emailing graderaidesupport@vantage.com.

OWNERSHIP AND PROPERTY RIGHTS

Vantage reserves the right to deal with and contract with whom it desires at its sole discretion. Access to and use of Services is a privilege granted exclusively by Vantage as Subscription Grantor. At its sole discretion, Vantage may monitor, cancel or limit your access to and use of Services without notice of any kind. Potential subscribers are subject to contractually valid acceptance criteria established by Vantage. Subscriber understands and acknowledges that Vantage holds all right, title and interest to GraderAide, including, but not limited to, trade secret, patent, trademark and copyright in Subscription Services and documentation. Subject to the terms of this Agreement, Vantage grants to the individual subscriber who has paid for GraderAide, a non-exclusive non-transferable subscription to use Subscription Services during the term of this Agreement or the length of the term for which the subscriber has paid for the Service, whichever is shorter. Use of Services is limited to non-commercial, educational or valid business purposes only as agreed between Vantage and subscriber; you may access and use Services on an individual subscription basis.

SUBSCRIBTION GRANT AND OTHER TERMS OF USE

Upon your acceptance as an end-user/subscriber, Vantage grants to you a non-exclusive, non-transferable, limited authority to access and use Services on an individual subscription basis by use of a special username and password ("login") to be issued by Vantage and that shall be used only for purposes consistent with this Agreement and the pedagogic or other business nature and objectives for which Services were developed and procured. The login is Vantage confidential information as defined within this Agreement and should not be used for any purpose inconsistent with the terms and conditions of this Agreement or the technology itself. A subscription does not grant you any rights to use Vantage proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third- party products, applications, devices, materials and accessories for use with the Service or other Vantage technologies.

GraderAide machine scores essays submitted by you. A score is assigned to the writing based upon the proprietary machine scoring matrix. The automated scoring of the writing does not relieve you of review obligations, if any, imposed by your employer and does not assess whether the student has complied with the assignment. The authority for assigning a final grade remains with you.

Once your account is established and you begin using the services, we collect all information and content you enter or upload into the service. Please do not upload any student Personally Identifiable Information (PII). The information you upload must not contain any information that identifies your students. This includes the file name and content of the essay. If any Personally Identifiable Information is detected, your account will be deactivated, and you will no longer be able to access uploaded content or view scores. We note that the service provides Automated scoring and the submission are not reviewed by a human. This policy is in place to protect you and your students.

You may not share or otherwise divulge the login assigned to you with any other person. Doing so will invalidate your subscription and may subject you to civil penalties. This subscription will terminate at the end of the service term shown on the Vantage Purchase Order you received after subscription (receipt), subscription agreement or contract between you and Vantage. The typical subscription service period runs for one (1) month or one (1) year from date of purchase.

The subscription will be subsequently renewed at the then current renewal price. Domestic and Foreign Intellectual Property statutes, treaties, conventions, protocols and agreements, including copyright laws (collectively "Intellectual Property law") protect the Services and all underlying technologies and connected intellectual property. As a subscriber, you acknowledge, assent to and agree to abide by all Intellectual Property law pertaining to and protecting Services and technology. In all cases, you must hold a valid subscription and a specifically assigned login in order to access and use Services. Only valid and paid-up subscribers have authority to access and use Services exclusively for personal use. A subscriber may use Services only for the time period for which subscription has been authorized by Vantage. Any attempt to use a login, transfer use of Services or actual use of Services by anyone other than the valid subscriber shall constitute a breach of these Terms and Conditions and subscription and shall result in immediate termination of the subscription as described below under the heading 'Termination'.

Subscriber shall not cause any part of the Application in any way to be decompiled, disassembled or reverse engineered, reverse compiled or re-implemented nor shall any attempt to do so be undertaken or permitted. Subscriber agrees not to modify nor create a derivative of any part of the Services, underlying software application or components thereof nor remove, edit, copy, or modify any product identification, copyright or other notices. Intentional attempts to trick, deceive, mislead, fool or otherwise circumvent the legitimate purposes for which the Service has been purchased, including false or purposefully designed submissions calculated to test, reveal or expose underlying scoring technology or other product functionality ("false submission") shall be considered a breach of this subscription agreement and shall be cause for immediate cancellation of subscription without refund or reimbursement of any kind. Subscriber agrees not to modify nor create a derivative of any part of the Service, remove any product identification, copyright or other notices, create or aid in the creation of false submissions.

TERMINATION

Without prejudice to any other rights, we may terminate this subscription if Subscriber breaches or fails to comply with any term or condition of this Agreement or associated collateral agreement. Upon request of Vantage, terminated subscribers must provide a written statement acknowledging discontinued use of Services and documentation. Upon request of Vantage, terminated subscribers shall provide Vantage with a sworn verification as to subscriber's discontinued use of the service.

CONFIDENTIAL INFORMATION

For purposes of this Agreement, confidential information shall include: the login used exclusively by a single assigned user and all materials or documentation relating to or used in conjunction with the Service. Subscribers shall not use, disclose or otherwise disseminate to any other person or entity any Confidential Information or any copy or summary of any Confidential Information. Subscribers shall not remove or duplicate any Confidential Information or participate in any way in the removal or duplication of any Confidential Information without Vantage's prior written consent specifically to do the same. In the event that any party or its representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any information supplied to such party in the course of its dealings with the other party or its representative, it is agreed that such party will provide prompt notice of such request or requirement to Vantage so that Vantage may seek an appropriate protective order and/or by mutual agreement waive compliance with any contrary provisions of this Agreement.

LIMITED WARRANTY

VANTAGE WARRANTS TO SUBSCRIBER THAT SUBSCRIPTION SERVICES WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH CURRENT FUNCTIONAL DOCUMENTATION. VANTAGE PROVIDES NO WARRANTY THAT THE USE OF SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. VANTAGE'S TOTAL LIABILITY WITH RESPECT TO THIS WARRANTY AND SUBSCRIBER'S SOLE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE LIMITED TO SCORE CORRECTION OR REUSE OF SUBSCRIPTION SERVICES AT NO ADDITIONAL CHARGE TO SUBSCRIBER. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, SHALL APPLY, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. IN NO EVENT, HOWEVER, SHALL VANTAGE BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE.

THE ABOVE IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY VANTAGE. VANTAGE MAKES AND SUBSCRIBER RECEIVES NO OTHER WARRANTY EXPRESS OR IMPLIED. THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE SET FORTH ABOVE, THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF VANTAGE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE DELIVERY, USE OR PERFORMANCE OF ANY SUBSCRIPTION SERVICES OR INTELLECTUAL PROPERTY PROVIDED TO SUBSCRIBER BY VANTAGE.

UNDER NO CIRCUMSTANCES SHALL VANTAGE'S LIABILITY TO THE SUBSCRIBER HEREUNDER INCLUDE, NOR SHALL VANTAGE BE LIABLE FOR, ANY CLAIM OR DEMAND AGAINST VANTAGE BY A THIRD PARTY, EXCEPT AS SPECIFIED IN ABOVE, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR PRODUCTS OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, TORT OR COVER DAMAGES HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM NEGLIGENCE OR FROM DELAY OF DELIVERY OR FROM LOSS OF DATA, BUSINESS OR GOODWILL, WHETHER OR NOT SUBSCRIBER HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

ASSIGNMENT

This Agreement and the subscription granted hereunder may not be assigned, licensed, transferred or otherwise alienated by subscriber to any other party.

FEES

Use of Subscription Services is subject to current and seasonable payment of applicable participation and/or special fees, if any, by Subscriber. Failure to comply with payment terms in consideration of continued and valid subscription use shall be grounds for suspension, revocation or termination of subscriber's access to Subscription Services.

GOVERNING LAW and VENUE

The validity, interpretation and performance of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. Should any provision of this Agreement be determined by the courts to be illegal or in conflict with any law of the Commonwealth of Pennsylvania, the validity of the remaining provisions shall not be impaired. All disputes which arise in connection with this Agreement or any claimed breach thereof, shall be resolved, if not sooner settled, by litigation only in the Courts of Bucks County, Pennsylvania (or the Federal Court otherwise having territorial jurisdiction over such County and subject matter jurisdiction over the dispute), and not elsewhere, subject only to the authority of the Court in question to order changes of venue. Each party waives the personal service of any and all process upon it and agrees that all such service or process may be made by certified or registered mail, return receipt requested, addressed to the other.

OTHER

This Agreement constitutes the entire understanding between Vantage and the Subscriber with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations or offers between them. Any modification or amendment of the terms of this Agreement shall not be binding upon either party unless such amendment or modification is in a written form signed by an authorized representative of each party.

ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY VANTAGE.

As evidenced, as the case may be, by my signature hereon or by my electronic acceptance in lieu of my signature, I confirm that I have received, reviewed, and accepted the Terms and Conditions set forth.

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