School Choice International Inc., a New York corporation (“SCHOOL CHOICE INTERNATIONAL”), has created and maintains a proprietary database, in a proprietary organization and structure for categorizing, sorting and displaying, containing detailed information to assist in finding the right schools for children wherever their parents relocate in the world (the “Global Education Explorer”).
Access to and use of the Global Education Explorer is limited to individuals and entities that purchase a license or subscription to specific portions of the Global Education Explorer (“Licensees”) and to individuals who (a) are employed by a Licensee or otherwise specifically authorized by a Licensee, (b) access the data solely for the benefit of such Licensee or authorized individual and (c) agree to be bound by all of these terms and conditions to the same extent that such Licensee is bound (collectively, “Authorized Users”). By accessing or using the Global Education Explorer, you represent and warrant that you are a Licensee or an Authorized User and that you agree to these terms and conditions. All references to “you” mean either a Licensee or an Authorized User.
SCHOOL CHOICE INTERNATIONAL grants to Licensees and Authorized Users (“you”), on the terms and conditions contained in this Agreement, the non-exclusive right and license to use the specific Global Education Explorer data identified in a purchase order, written agreement or other evidence of purchase that refers to this Agreement (the “Licensed Data”). In the event of a conflict between this Agreement and the terms of your purchase order, written agreement or other evidence of purchase, the purchase order, written agreement or other evidence of purchase will control.
You may use the Global Education Explorer only to perform research for personal use by you or your immediate family or for the internal use of an enterprise Licensee for which you are an Authorized User.
Whenever you cite the Global Education Explorer in any report, publication or other material, you agree to indicate clearly in writing in each such report, publication or other material that SCHOOL CHOICE INTERNATIONAL is the source, and to affix the following attribution notice or such other notice as SCHOOL CHOICE INTERNATIONAL may approve in writing: “Copyright © [insert year] School Choice International, Inc. All rights reserved.”
Prohibited Uses. Except to the extent specifically permitted by this Agreement, neither you nor any recipient of Licensed Data from you may: (a) give other persons or entities access to the Global Education Explorer or the Licensed Data; (b) perform services for other persons or entities using the Global Education Explorer or the Licensed Data, as a relocation company or otherwise; (c) use or permit the use of any Licensed Data to prepare an original database or a comparison to other databases intended for sale, rental, publication or delivery in any manner to any person or entity; or (d) use or permit the use of any Licensed Data for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any mailing list, directory, or other compilation of information that is sold, rented, published or furnished in any manner to another person or entity.
No Publication. Except as otherwise specifically set forth in this Agreement, you may not distribute, disclose, display, transmit, publish, resell, sublicense or otherwise transfer any Licensed Data, nor allow the distribution, disclosure, display, transmission, publication, resale, sublicense or transfer of any Licensed Data, to any person or entity. You may not upload, post any Licensed Data or provide access to any portion of the Global Education Explorer through the Internet, any other electronic network, any data library, any listing service or any other data sharing arrangement.
Limited Copies. You may print Licensed Data or copy Licensed Data into word processing, spreadsheet and presentation programs (or other software programs with the express written consent of SCHOOL CHOICE INTERNATIONAL), so long as the level of data being printed or copied is reasonably tailored for your purposes, insubstantial and in compliance with the Permitted Uses provision above. You may not copy or allow copies of any of the Global Education Explorer to be made for any other reason, except for back-up and archival purposes.
No Modifications or Derivative Works. You may not make any changes or modifications in any Licensed Data or software, nor may you create derivative works of any of any Licensed Data, software or documentation. You may not decompile, disassemble, decrypt, extract or otherwise reverse engineer any SCHOOL CHOICE INTERNATIONAL software. You may not remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by SCHOOL CHOICE INTERNATIONAL in or on the Global Education Explorer, the Licensed Data, or any software, media or documentation.
No Unlawful Use. You may not use any Licensed Data in any unlawful manner or for any unlawful purpose. You may not export or re-export any portion of the Licensed Data except in full compliance with all United States laws and regulations, this Agreement, and, if applicable, the associated written agreement. SCHOOL CHOICE INTERNATIONAL strongly recommends that you seek legal advice to ensure that you are in compliance with all such laws and regulations before you use any Licensed Data for advertising or promotional purposes.
No Use of Unlicensed Data. You may not use any SCHOOL CHOICE INTERNATIONAL data except the Licensed Data.
If you breach any provision of this license or fail to make any required payment to SCHOOL CHOICE INTERNATIONAL, in addition to any rights or remedies SCHOOL CHOICE INTERNATIONAL may have, SCHOOL CHOICE INTERNATIONAL may terminate your license and revoke your authority to use any Global Education Explorer or the Licensed Data without prior notice.
Enterprise Licensees are solely responsible for providing support directly to their authorized end users. Each Enterprise Licensee will designate one person representing the Licensee who will coordinate contact with SCHOOL CHOICE INTERNATIONAL for support (the “Support Coordinator”). The enterprise Licensee may change the Support Coordinator from time to time upon written notice to SCHOOL CHOICE INTERNATIONAL. SCHOOL CHOICE INTERNATIONAL will support the Support Coordinator during the term of the license and will not be obligated to provide support directly to the end users. During the term of an individual user license, SCHOOL CHOICE INTERNATIONAL will provide support directly to any individual user who has a direct license from SCHOOL CHOICE INTERNATIONAL. All SCHOOL CHOICE INTERNATIONAL support will be provided by telephone, e-mail or other remote means. SCHOOL CHOICE INTERNATIONAL will have no obligation to provide on-site support.
SCHOOL CHOICE INTERNATIONAL provides support on a “best efforts” basis only and does not represent or warrant that it will be able to resolve every technical support request.
To reach SCHOOL CHOICE INTERNATIONAL customer support services, please call (914) 328-3000 or contact SCHOOL CHOICE INTERNATIONAL by e-mail at email@example.com.
SCHOOL CHOICE INTERNATIONAL is the sole owner of the School Choice International trademark. SCHOOL CHOICE INTERNATIONAL trademarks may be used only with SCHOOL CHOICE INTERNATIONAL’s specific prior written permission. This Agreement gives you no right to use any SCHOOL CHOICE INTERNATIONAL trademark.
You acknowledge that the Global Education Explorer is protected by copyright and other laws and that SCHOOL CHOICE INTERNATIONAL is the sole owner of all rights in and to the Global Education Explorer. You have no rights in any Licensed Data except as set forth in this Agreement and in any other written agreement you may have with SCHOOL CHOICE INTERNATIONAL.
Accuracy of Data
Although SCHOOL CHOICE INTERNATIONAL endeavors to provide accurate and current data, you acknowledge that the Global Education Explorer may contain errors, inaccuracies or outdated information, and that not all errors and inaccuracies will be identifiable or be corrected in a timely manner. SCHOOL CHOICE INTERNATIONAL delivers the Global Education Explorer and the Licensed Data on an “as is” basis. We recommend that you follow up by contacting the schools directly and seeking additional information from other sources that may be available to you. SCHOOL CHOICE INTERNATIONAL is not responsible for errors, inaccuracies or omissions in the Global Education Explorer, nor for any consequence of your use of or reliance upon the Global Education Explorer or the Licensed Data in taking any action or deciding not to take any action.
No Other Warranties
The express warranties set forth in this Agreement and in your Purchase order, written agreement or other evidence of purchase are the only representations and warranties that SCHOOL CHOICE INTERNATIONAL makes with respect to your purchase. To the maximum extent permitted by applicable law, SCHOOL CHOICE INTERNATIONAL disclaims all other warranties with respect to the Licensed Data, either express, implied or otherwise, including, but not limited to, implied warranties of title, merchantability, or fitness for a particular purpose.
Limitation of Liability
To the maximum extent permitted by applicable law and regardless of whether any remedy herein fails of its essential purpose, in no event will SCHOOL CHOICE INTERNATIONAL be liable for any special, incidental, indirect, consequential or punitive damages whatsoever arising out of this Agreement or the use of or inability to use the Licensed Data, even if SCHOOL CHOICE INTERNATIONAL has been advised of or should have known of the possibility of such damages. In no event will SCHOOL CHOICE INTERNATIONAL be liable for damages in contract, tort or otherwise in excess of the amounts received by SCHOOL CHOICE INTERNATIONAL for the defective Licensed Data. In no event may you bring an action against SCHOOL CHOICE INTERNATIONAL more than one year after the cause of action arises.
You will defend, indemnify and hold SCHOOL CHOICE INTERNATIONAL harmless from and against all costs, expenses, liabilities and losses, including reasonable attorneys’ fees and disbursements, directly or indirectly relating to (a) your use of the Licensed Data and (b) any breach of this Agreement by you. SCHOOL CHOICE INTERNATIONAL will have the right to reject any settlement that might adversely affect SCHOOL CHOICE INTERNATIONAL. SCHOOL CHOICE INTERNATIONAL will give you timely written notice of any claim that may require indemnification. SCHOOL CHOICE INTERNATIONAL reserves the right to participate in the defense, with counsel of SCHOOL CHOICE INTERNATIONAL’s own choice and SCHOOL CHOICE INTERNATIONAL’s own expense, of any action that may give rise to your obligation to indemnify.
No Transfer of Rights. You may not transfer the rights granted under this Agreement to any other person or entity without SCHOOL CHOICE INTERNATIONAL’s written consent, which SCHOOL CHOICE INTERNATIONAL will not unreasonably withhold.
Government Users. U.S. Government end users acknowledge that the Licensed Data constitute “commercial technical data” as that term is used in the Federal Acquisition Regulations and the Department of Defense Federal Acquisition Regulations and that SCHOOL CHOICE INTERNATIONAL owns all rights in the Licensed Data.
Entire Agreement; Amendments. This Agreement together with your purchase order, written agreement or other evidence of purchase constitutes the entire understanding between the parties relating to the Global Education Explorer. This Agreement may not be amended or changed except in writing signed by you and SCHOOL CHOICE INTERNATIONAL.
Waivers. No delay or failure to exercise any right or remedy provided for in this Agreement will be deemed to be a waiver.
Severability. If any provision of this Agreement is held invalid or unenforceable, for any reason, by any arbitrator, court or governmental agency, department, body or tribunal, the remaining provisions will remain in effect.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of New York, U.S.A., without regard to New York’s conflict of laws principles.
Jurisdiction. Any party bringing a legal action or proceeding against the other party arising out of or relating to this Agreement or the transactions it contemplates shall bring the legal action or proceeding in either the United States District Court for the Southern District of New York or in any court of the State of New York sitting in New York, NY, or in White Plains, NY, U.S.A. Each party consents to the exclusive jurisdiction of such courts in any such action or proceeding.
For further Information about SCHOOL CHOICE INTERNATIONAL’s licensing policies or products, contact SCHOOL CHOICE INTERNATIONAL at: