License Agreement

Mid-continent Research for Education and Learning (McREL)

Balanced Leadership Profile Survey

LICENSE AGREEMENT

This License Agreement expresses the terms and conditions according to which Mid-continent Research for Education and Learning (McREL), 4601 DTC Blvd, Suite 500, Denver, CO 80237-2596 will provide access to its Balanced Leadership Profile Survey. Before using Balanced Leadership Profile Survey, carefully read the following License Agreement and Privacy Policy. If you do not accept the terms of this Agreement and Privacy Policy, do not access Balanced Leadership Profile Survey.

DEFINITION OF TERMS

Balanced Leadership Profile Survey means the K-12 leadership Survey instrument developed by McREL, and all of the content, technology and services accessible from and generated through an Internet website www.educationleadershipthatworks.org.

CLIENT means any K-12 organization or an individual K-12 principal, as the case may be, that enters this License Agreement.

ADMINISTRATOR means one individual designated by CLIENT that will administer this License Agreement on behalf of CLIENT and provide the passwords, secure links and Internet connection required for use of the Balanced Leadership Profile Survey.

USER or USERS means any person(s) provided with authorized access to Surveys included in the Balanced Leadership Profile Survey by CLIENT for whom a password is issued. USERS shall include all principals, assistant and aspiring principals, teachers, supervisors, staff, CLIENTS and ADMINISTRATORS. All USERS are bound by the TERMS AND CONDITIONS OF USE.

TERMS AND CONDITIONS OF USE means this License Agreement as well as the Privacy Policy that is included on the Balanced Leadership Profile Survey website (www.educationleadershipthatworks.org).

LICENSE FEE means the charge for access by any USER to the Balanced Leadership Profile Survey, paid to McREL or a third party authorized by McREL. The fees for use of the Balanced Leadership Profile Survey may be viewed at www.educationleadershipthatworks.org. In its sole discretion, McREL may modify the fees for new USERS and CLIENTS at any time without prior notice.

TERM means a twelve month subscription from the date of payment by CLIENT pursuant to the pricing schedule shown at www.educationleadershipthatworks.org. The specific TERM is determined by the license purchase options selected by USER at www.educationleadershipthatworks.org. At the conclusion of the TERM, passwords will expire and all use of the Balanced Leadership Profile Survey by CLIENTS, USERS and ADMINISTRATORS shall be immediately discontinued.

LICENSED RIGHTS

McREL grants to CLIENTS that are individual K-12 principals a one time, non-exclusive, non-transferable license to access and use the Balanced Leadership Profile Survey upon payment of the LICENSE FEE shown at www.educationleadershipthatworks.org, any other form of consideration provided to McREL by CLIENTS, and under the TERMS AND CONDITIONS OF USE, or

McREL grants CLIENTS that are K-12 organizations or K-12 principals acting on behalf of K-12 organizations a one-year non-exclusive, non-transferable license to access and use the Balanced Leadership Profile Survey upon payment of the LICENSE FEE shown at www.educationleadershipthatworks.org, any other form of consideration provided to McREL by CLIENTS, and under the TERMS AND CONDITIONS OF USE.

CLIENT shall designate USERS as Principal, Teacher, Supervisor, Staff or ADMINISTRATOR and USERS shall have access only to the portion of the Balanced Leadership Profile Survey identified as for use by the particular type of USER. ADMINISTRATOR shall have access to the administrative portions of Balanced Leadership Profile Survey in order to provide the technical requirements for use of the Balanced Leadership Profile Survey.

To the extent explicitly set forth within the Balanced Leadership Profile Survey, CLIENT may download and make a reasonably number of print copies of feedback reports generated by the Balanced Leadership Profile Survey for the distribution, review and use by the CLIENT for any lawful purpose subject to this License Agreement and McREL’s Privacy Policy, and to retain copies in CLIENT’S files.

Except as explicitly provided in this License Agreement and within the Balanced Leadership Profile Survey, this License Agreement does not convey any right to reproduce, disclose, assign, license or in any other way use or provide Balanced Leadership Profile Survey, or any portion of it or reports generated from Balanced Leadership Profile Survey, to any party.

FEES

CLIENT shall pay McREL the LICENSE FEE set forth on the Balanced Leadership Profile Survey website at www.educationleadershipthatworks.org.

MCREL'S OBLIGATIONS

McREL shall use reasonable commercial efforts to maintain and operate the Balanced Leadership Profile Survey consistent with the features shown on the Balanced Leadership Profile Survey website (www.educationleadershipthatworks.org).

McREL shall provide reasonable technical support for the Balanced Leadership Profile Survey during regular business hours at no additional cost. Technical support shall consist of responding to emails and telephone calls during McREL's regular business hours (Mountain Time).

CLIENT'S OBLIGATIONS

CLIENT shall be responsible for administering Balanced Leadership Profile Survey in accordance with the methods provided on the Balanced Leadership Profile Survey website and for providing the information required by the Balanced Leadership Profile Survey to generate the desired reports. CLIENT’S ADMINISTRATOR shall provide Internet access, equipment and all information required by the website needed for McREL to issue the passwords and secure links.

CLIENT may not copy, customize, augment or change Balanced Leadership Profile Survey in any way without the prior written consent of McREL. CLIENT may integrate use of Balanced Leadership Profile Survey with his/her/its professional development programs and other legitimate professional development activities and other lawful purposes subject to McREL’s Privacy Policy.

CLIENT acknowledges that the Balanced Leadership Profile Survey is a professional development resource and the information generated by Balanced Leadership Profile Survey is not intended and should not be used to make decisions to hire, terminate, promote, or otherwise determine the employment status of any USER. CLIENT shall advise its USERS regarding the proper use of Balanced Leadership Profile Survey and if it believes or discovers any of the USERS or employees are not adhering to this License Agreement, the Privacy Policy or are violating the TERMS AND CONDITIONS OF USE, CLIENT will do whatever is reasonably necessary to stop such non-adherence or violation and prevent any further violations.

McREL may offer use of the Balanced Leadership Profile Survey without payment of the LICENSE FEE in some circumstances or to some USERS. All USERS are bound by the TERMS AND CONDITIONS OF USE regardless of whether such USER has paid a LICENSE FEE.

CLIENT agrees to indemnify, defend and hold harmless McREL with respect to all claims and liabilities relating to use of the Balanced Leadership Profile Survey by CLIENT, CLIENT’S ADMINISTRATOR and USERS and employees of CLIENT, other than claims for violation of a third party’s intellectual property rights.

OWNERSHIP AND COPYRIGHT

The Balanced Leadership Profile Survey, including the entire contents and the technology to provide the contents is the property of McREL and incorporates valuable copyrights, trademarks and other proprietary rights and trade secrets. McREL retains all rights in Balanced Leadership Profile Survey, including the right to create derivative works and to sell and license them anywhere in the world. Except for data provided by USERS, McREL and shall own all rights in reports generated by Balanced Leadership Profile Survey. McREL is granted permission to use all data and other submissions made by USERS to Balanced Leadership Profile Survey for research, Survey validation, professional development and in connection with offering and improving the Balanced Leadership Profile Survey, subject to the limitations of the Privacy Policy. Nothing on this site may be downloaded, reproduced, stored in a retrieval system, modified, made available on a network, used to create derivative works, or transmitted in any form or by any means, except as expressly authorized by this License Agreement or the instructions and functionalities contained in Balanced Leadership Profile Survey. CLIENT shall not remove, obscure or modify any notices contained on any screen display or attempt to reverse engineer, disassemble, decompose, amend or modify or similarly manipulate all or any portion of Balanced Leadership Profile Survey or do at any time any act or thing which may in any way adversely affect any rights of McREL.

TERMINATION

Following the conclusion of the TERM or cancellation of this License Agreement for any reason, CLIENT and its USERS shall discontinue use of BALANCE LEADERSHIP PROFILE Survey. Information about and supplied by USERS may be removed from Balanced Leadership Profile Survey databases by McREL, and McREL shall have no continuing obligation to complete the scoring, generate reports of any "in-progress" Surveys, or provide access to Balanced Leadership Profile Survey in any way whatsoever. On request, CLIENT shall confirm in writing to McREL that except for copies of reports of which downloading, copying and retention are permitted by Balanced Leadership Profile Survey, that neither CLIENT, CLIENT’S USERS nor any of its employees, agents, clients or associates, has copies of any other contents from Balanced Leadership Profile Survey in its possession, and that if it or they did, such copies have been returned to McREL or destroyed. Provisions of this License Agreement on Ownership and Copyright, Representations and Warranties, Limitation of Liability and Applicable Law as well as the use restrictions imposed by McREL on CLIENT and USERS in connection with use of the Balanced Leadership Profile Survey shall survive any termination of this Agreement.

EARLY TERMINATION

This Agreement may be terminated by McREL if CLIENT/USERS fail to comply with the its terms by providing CLIENT with ten (10) days written notice the CLIENT/USERS violation of this Agreement and McREL’s intent to terminate. CLIENT/USERS shall have an opportunity to cure such violation within ten (10) days. McREL shall have the right to immediately terminate access to any USER at any time during the TERM if such USER breaches the TERMS AND CONDITIONS OF USE or in any way infringes upon McREL’s copyrights or other proprietary rights or the privacy rights of any party.

REPRESENTATIONS AND WARRANTIES

McREL represents and warrants that CLIENT'S use of Balanced Leadership Profile Survey, as authorized by this License Agreement, shall not infringe upon any copyrights, trademarks or other rights of third parties.

CLIENT represents and warrants that use of the Balanced Leadership Profile Survey by its USERS shall be in compliance with the TERMS AND CONDITIONS OF USE and that the individual accepting this License Agreement on its behalf has the full authority to bind the CLIENT.

CLIENT shall promptly notify McREL of any claim against McREL or CLIENT relating to the Balanced Leadership Profile Survey and McREL shall have the right to select counsel to represent McREL with respect to such claim.

DISCLAIMERS REGARDING SERVICES AND MATERIALS

McREL shall not be responsible for problems or delays in accessing any of the materials or services offered on Balanced Leadership Profile Survey for any reason beyond McREL's control, including reasons related to CLIENT’S own hardware, software or connectivity. Further, McREL does not guarantee or warrant that functions and materials contained in Balanced Leadership Profile Survey shall always be uninterrupted or error-free, that defects shall be corrected immediately, or that the Balanced Leadership Profile Survey, or the server that makes it available, shall be and remain free of viruses or other harmful components. Further, McREL does not warrant or make any representations regarding the feedback reports or the results of the use of the reports created by the Balanced Leadership Profile Survey for any reason. The Balanced Leadership Profile Survey is a professional development resource and the information generated by the Balanced Leadership Profile Survey is not intended and should not be used to make decisions to hire, terminate, promote or otherwise determine the employment status of any USER. CLIENT assumes full responsibility for its use of the resulting information and feedback reports.

Any third-party websites which may be accessed through Balanced Leadership Profile Survey or through which the Balanced Leadership Profile Survey may be accessed are solely the responsibility of the third-party host, and McREL makes no warranties or representations as to the accuracy or completeness of any information on such websites nor does it accept any responsibility for errors or omissions contained on such websites or damages derived from the use of the Balanced Leadership Profile Survey.

LIMITATION OF LIABILITY

THE Balanced Leadership Profile Survey AND ALL OTHER MATERIALS PROVIDED IN THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, MCREL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MCREL DOES NOT WARRANT THAT THE Balanced Leadership Profile Survey WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEB SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MCREL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE Balanced Leadership Profile Survey IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NEITHER MCREL NOR ANY OTHER PARTY INVOLVED IN PROVIDING THE Balanced Leadership Profile Survey SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE Balanced Leadership Profile Survey OR ANY OTHER MATERIALS PROVIDED BY THIS SITE, EVEN IF MCREL HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY A THIRD PARTY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSQUENTAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

APPLICABLE LAW

This Agreement shall be construed and interpreted according to the laws of the State of Colorado and any legal proceeding arising out of or relating to this Agreement shall be instituted in a court of competent jurisdiction in Arapahoe or Denver Counties, Colorado and the parties hereby consent to jurisdiction of such courts.

COMPLETE AGREEMENT

This License Agreement together with the Privacy Policy contains the entire agreement between the parties hereto, and cannot be modified except by a written document signed by CLIENT and McREL.

Should a court of competent jurisdiction deem any portion of this Agreement unenforceable, all remaining portions of this Agreement shall remain in full force and effect.

Headings in this agreement are provided for organization and information purposes only.