Transparent Language Online for Libraries: License Agreement

Last updated: May 5, 2021

Each Transparent Language Online licensee (“Licensee”) acknowledges and agrees to the terms set forth in this license agreement (“Agreement”) and in the associated Terms of Use and Transparent Language Online Order Form (“Order Form”).

License

Subject to the terms and conditions set forth herein, Transparent Language, Inc., (“Transparent”) grants to licensee (“Licensee”) during the subscription term a nontransferable, non-exclusive, limited license ("License") to use (i) the Transparent language Online system, including all of its Content (“TLO”). TLO may be made available to Authorized Users by Transparent through the Transparent Language Online servers. Authorized Users may not use commercially or reproduce, distribute, display, modify, alter, publish, exploit, transfer or transmit, in any form, or by any means, any Content or any portion of the TLO, other than in accordance with this License. Each Authorized User is subject to the terms and conditions set forth in this License and such terms of use (“Terms of Use”) as Transparent may publish from time to time.

Administrators and Users

Licensee agrees that it shall authorize an individual or individuals (“Administrator[s]”) to act as its representative in all of Licensee’s relations with Transparent, including with respect to Licensee’s compliance with this License, the Order Form, the Terms of Use, and any other agreements entered into between Transparent and Licensee. In addition to representing Licensee in its relations with Transparent, the Administrator shall be responsible for providing all information reasonably requested by Transparent for the creation of or the deletion of a TLO account for any Authorized User, as defined below.

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”.

Licensee represents and warrants to Transparent that it will comply with all of the provisions of this License and the Terms of Use. Additionally, Licensee represents and warrants that it shall require all Authorized Users to represent and warrant to Transparent that they will comply with all provisions of the Terms of.

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.

Data Security

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.

Confidentiality

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.

Privacy Policy and Terms of Use

Transparent respects the privacy of visitors to its sites. Transparent’s privacy policy, as it may be amended from time to time, is available at https://knowledge.transparent.com/transparent-language-online-terms-of-use-and-privacy-policy and is expressly incorporated herein by reference and made a part 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.