Last updated: May 5, 2021
Administrators and Users
Representations of Licensee and Authorized Users
Licensee, Administrators, and authorized learner users are sometimes referred to herein individually or collectively as “Authorized Users” or “Users”.
Ownership of TLO and Trademarks
Licensee acknowledges that: (i) Transparent licenses or has sole and exclusive ownership of all right, title and interest in and to the TLO, including all of its content (“Content”); (ii) it has not acquired and shall not acquire, whether by operation of law, by this License, or otherwise, any right, title, interest or ownership in or to the TLO or Content or any part thereof; (iii) the Transparent Language trademark is owned by Transparent and that all trademarks, logos, and service marks displayed on any TLO or Content, are the property of Transparent or its licensors; and (iv) that nothing in this License, the Order Form, or on any Transparent website may be construed as granting any right or license to use any Trademark.
Disclaimer of Warranty, Limitation of Liability and Indemnity
TRANSPARENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. TRANSPARENT NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR TRANSPARENT ANY OTHER LIABILITY IN CONNECTION WITH THE LICENSING OF TLO OR ITS USE BY ANY AUTHORIZED USER.
IN NO EVENT SHALL TRANSPARENT BE LIABLE TO ANY AUTHORIZED USER FOR ANY DAMAGES ARISING FROM OR RELATED TO FAILURE OR INTERRUPTION OF THE TLO OR FOR INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF OPPORTUNITY, LOSS OF USE, OR OTHER LOSS ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR USE OF THE TLO. IN NO EVENT SHALL TRANSPARENT'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT RECEIVED BY TRANSPARENT FROM LICENSEE DURING THE THEN CURRENT TERM OF THE LICENSE.
EACH PARTY (“INDEMNIFYING PARTY”) AGREES TO INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, ITS OFFICERS, EMPLOYEES, AND LICENSEES (“INDEMNIFIED PARTY”) FROM AND AGAINST ANY DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF A THIRD-PARTY CLAIM, SUIT, OR OTHER PROCEEDING MADE OR BROUGHT AGAINST ANY SUCH INDEMNIFIED PARTY ARISING OUT OF THE ACTS OF THE INDEMNIFYING PARTY, INCLUDING SPECIFICALLY THE INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR VIOLATION OF THE TERMS OF THIS LICENSE OR ANY RELATED AGREEMENT. SUCH INDEMNIFICATION SHALL BE SUBJECT TO PROMPT NOTICE TO THE INDEMNIFYING PARTY OF ANY CLAIM FOR WHICH INDEMNIFICATION IS SOUGHT TOGETHER WITH CONTROL BY THE INDEMNIFYING PARTY OF THE DEFENSE OF SUCH CLAIM.
Licensee will implement and maintain reasonable measures to ensure that only Authorized Users will have access to TLO or Content, including taking reasonable steps to prevent unauthorized access to Authorize User passwords, files, or Content.
Maintenance, Updates, and Upgrades
Updates or upgrades to TLO application software will be delivered as new versions are released during the term of the license.
Technical Support Services
Transparent agrees to provide technical support services by email and phone to Licensee, including but not limited to making reasonable efforts to (a) assist Licensee with primary support, (b) correct, fix, or circumvent errors, and (c) in the sole discretion of Transparent, provide updates, enhancements, and new versions of the TLO[s]. Transparent shall provide such support by email and phone during its normal business hours of Monday- Friday 9:00 AM to 5:00 PM Eastern Standard Time, Licensee and each Authorized User acknowledges that errors in the TLO[s] shall not be construed as a breach of this License Agreement.
Transparent and Licensee agree that, without the prior consent of the other, neither party will not disclose, divulge, reveal, report or use, for any purpose, any confidential information it may receive from the other party. Such confidential information shall include, but is not limited to, pricing, service terms, technical specifications, and service level agreements. This obligation shall survive the termination of this License Agreement.
The terms and conditions set forth by Transparent governing the use of and access to the Transparent Language Online, as in effect from time to time and available at https://knowledge.transparent.com/transparent-language-online-terms-of-use-and-privacy-policy are expressly incorporated herein by reference and made a part of this License Agreement. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to the Agreement.