Website. Oakwood makes available websites and other digital assets and services through the Internet. Access to websites requires end user registration. This document will refer collectively to these digital assets, including software, videos, products, programs and applications offered by Oakwood as the “Website.”
Ownership. You acknowledge and agree that the Website contains information, text, software, photos, videos, graphics, music and other materials called “Materials”. The Materials are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights called “Intellectual Property Rights.” All right, title, and interest in the Materials and Intellectual Property Rights belong solely to Oakwood. By accessing the website you acquire no ownership right to the Materials.
Copyright. All Materials in the Conover Resources Website are under copyright of Oakwood Solutions, LLC, 2015. All videos and print content are protected by applicable copyright law and international treaties.
- Grant of License. Oakwood grants a non-exclusive, non-transferable right to use the Website as permitted herein.
- Access and Use. To access the Website for one classroom at one site, you must become a paid subscriber by agreeing to pay a small monthly fee. Once you become a paid subscriber you will be given access to the Website and Materials. You will have unlimited use for one individual for as long as you continue to pay your monthly subscription fee. The print materials contained in the Website can be copied by paid subscribers only for use with their participants. A subscriber is one parent, teacher, or program administrator who has a paid subscription to the product. It is strictly forbidden to electronically copy or store any video contained on the Website. No materials can be reproduced for use by unpaid subscribers. Unauthorized reproduction or distribution or use of other materials will result in civil and/or criminal penalties and will be prosecuted to the fullest extent of the law. You may not sell, rent, lease, or sublease the online subscription service. You cannot decompile, reverse assemble or reverse engineer the online subscription service or its content.
- Maintenance and Access. Oakwood will maintain the Website on our data center servers and will use commercially accepted efforts to make the Website available to you via the Internet 24 hours a day, 7 days a week (subject to routine maintenance and outages). All access rights will be via the worldwide web using a browser and Internet connection that is compliant with Oakwood’s system requirements.
- Outage Periods. Outage Period means a period of more than 48 consecutive hours in which you are prevented from accessing the subscription Website excluding (a) planned maintenance; or (b) any unavailability caused by an event of force majeure.
- Customer Data. Customer data is deemed confidential information under this Agreement. The User hereby grants Oakwood a non-exclusive license to use, modify and distribute the customer data for the sole purpose of performing our obligations to you.
- Term and Termination. This Agreement is effective until terminated. Licensee may terminate the Agreement at any time by unsubscribing to the use of the Website and destroying all copies and related documentation. Oakwood reserves its right to revoke the Agreement at any time, without notice, in the event that you breach any terms or conditions detailed herein. In such event, you agree to discontinue use of the Website and destroy all related physical documentation.
- Amendment of License. Oakwood can change any of the terms of this agreement and changes will be effective upon posting. If you do not choose to accept the changes to the terms of this agreement, you may cancel this agreement at any time by unsubscribing to this website. Your continued use of this website following any modifications or updates to the terms signifies your acceptance of the revised terms and conditions.
- Administration. Your subscription is for an individual license. You must purchase additional subscriptions to the Website if they are assigned to other individuals. You are allowed to access your account on up to 5 different devices. If you require access on more than 5 devices, please contact us.
- Product Suggestions. Oakwood shall, by its sole discretion, have the right to incorporate any suggestions, changes, product improvements or enhancements identified by you and/or your users. Any suggestions incorporated or used in connection with the Website by Oakwood will be royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual.
- Jurisdiction and Disputes. This Agreement and Limited Warranty shall be governed by the laws of the State of Wisconsin. All disputes arising hereunder shall be resolved in the applicable state or federal courts of the State of Wisconsin. You hereby agree to consent to jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue disputes otherwise available
- Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
- Government End Users. If the Website is being acquired by any unit or agency of the United States government, the following provisions apply: The government agrees that:
- If the Website is supplied to the department of defense (DOD), the Website is classified as commercial computer Website, and the government is acquiring only restricted rights in the Website and its documentation, as that term is defined in Clause 252.227—7013 (C)(1) of the DFARS and
- If the Website is supplied to any unit or agency of the United States government other than the DOD, the government’s rights in the Website and its documentation will be defined as in Clause 252.227—19 (C)(2) of the FAR or, in the case of NASA, Clause 18—52.227—86 (D) of the NASA Supplement to the FAR.
- Limited Warranty. The Website is provided AS IS. Your exclusive remedy and the entire liability of Oakwood under this limited warranty is, at Oakwood’s option, the repair of the Website if reported to Oakwood. This limited warranty extends only to the original licensee. Oakwood is not obligated to offer any technical support, and makes no representations that the functions contained in the Website will meet your requirements or that the operation of the Website will be uninterrupted or error-free.
This warranty does not apply if the Website, product, or any other equipment upon which the Website is authorized to be used (a) has been altered, except by Oakwood, (b) has not been used in accordance with instructions supplied by Oakwood, or (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident.
Except as specified in this warranty, all express or implied conditions, representations, and warranties including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, freeness of defects and errors, operation without interruption, non-infringement, title, quiet enjoyment, or arising from a course of dealing, usage, or trade practice, are hereby excluded to the extent allowed by applicable law.
- Limit of Liability. In no event will Oakwood be liable to you for any damages, claim, loss, or other liability, including, but not limited to, general, indirect, special, exemplary, incidental, consequential, or punitive damages, lost profits, lost sales or business, expenditures, investments, or commitments in connection with any business, or loss of any goodwill, arising from the use of or inability to use the Website or data however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise), even if Oakwood was informed of, knew of, or should have known about the possibility of such damage. This limitation applies to all causes of action in the aggregate including, without limitation: breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts. In no event shall Oakwood’s liability to you exceed the price paid by you for use of the Website that caused such damage. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.
- Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
- Integration. This license constitutes the entire agreement between the parties. This Agreement shall supersede and take precedence over all prior understandings and/or agreements. No amendment to or modification of this license will be binding unless in writing and signed by a duly authorized representative of Oakwood and specifically referring to this Agreement.