Beta Participant Agreement

Last updated: September 25, 2020

Beta Period: September 25, 2020 – March 31, 2021

The Cauzality Beta Participant Agreement (the “Agreement”) is a legal agreement between you and Breakthrough Learning, Inc. (“Breakthrough Learning” or “us”) regarding your access to and use of our beta software and any content or material made available throughout the Beta Period (the “Services”). Breakthrough Learning is offering access to the Services for non-commercial testing and feedback from you during the Beta Period noted above.

BY ACCESSING AND/OR USING ALL OR ANY PORTION OF THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH INCLUDE THE LIMITATIONS ON USE CONTAINED IN SECTION 3; LIMITATIONS ON LICENSE TRANSFERABILITY IN SECTION 3; THE PRIVACY AND SECURITY RISKS NOTED IN SECTION 5; AND THE DISCLAIMER OF WARRANTY AND LIMITATIONS ON LIABILITY IN SECTIONS 8 AND 9 (COLLECTIVELY, THE “AGREEMENT”). ANY REFERENCES HEREIN TO “YOU” AND “YOUR” REFER TO BOTH YOU AND SUCH PERSON AND LEGAL ENTITY ON WHOSE BEHALF YOU ACT, IF ANY.

Breakthrough Learning reserves the right, at its sole and absolute discretion, to modify any of the terms and conditions of this Agreement. Breakthrough Learning will send notice of any revised Agreement to you via email with a link to view the latest revision of the Agreement. Your continued use of the Services following notice of changes to this Agreement means you accept any and all such changes, effective as of the date of such acceptance. If you do not agree to be bound by (or cannot comply with) this Agreement as modified, you agree that your sole remedy is to cease using the Services. Your continued use of the Services constitutes your agreement to be bound by the amended Agreement.

1. Limited Access to the Services. This Agreement applies to your access and use of the Services.
2. Use of the Services

a) To be eligible for use of the Services during the Beta Period, you must have received an invitation from us.

b) To be eligible to access and use the Services, you must also meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (3) are not a competitor of Breakthrough Learning or are not using the Services for reasons that are in competition with Breakthrough Learning; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (5) will not violate any rights of Breakthrough Learning, including intellectual property rights such as copyright or trademark rights; and (6) agree to provide at your cost all equipment, software, internet, and data access necessary to access and use the Services.

c) You may not share the Services with anyone without express written permission from us. You are liable for all uses of the Services. Notwithstanding anything to the contrary herein, you acknowledge and agree that you will have no ownership or other property interest in the Services, and you further acknowledge and agree that all rights in and to the Services are and will forever be owned by Breakthrough Learning. Breakthrough Learning reserves the right to terminate your access to the Services without notice if it believes, at its own discretion, that a user is under the age of 18.

d) To access the Services, you will first be required to set up an account. To do this, we will send you an email from hello@cauzality.com, where you will be directed to our website with instructions on how to create your account.

e) You must provide Breakthrough Learning with accurate, up-to-date information. In the event that Breakthrough Learning learns that you have provided false or misleading information, Breakthrough Learning reserves the right to immediately terminate and disable your access to the Services. Breakthrough Learning is not responsible for any loss or damages arising from your failure to provide accurate information.

3. Restrictions and Obligations.

a) Modifications to Services. Breakthrough Learning may at any time and from time to time, and without notice or liability, (i) revise, supplement, suspend, or discontinue, temporarily or permanently, the Services (or any part thereof), (ii) terminate all licenses granted in this Agreement, or (iii) change the Services. You agree that neither Breakthrough Learning nor any of its affiliates, licensors, agents, or employees is liable to you or any third party for any revision, supplement, suspension, or discontinuation for the activities described in (i)-(iii).

b) Updates; Upgrades. Breakthrough Learning has no obligation to provide any updates or upgrades to the Services, but in the event that it does, such updates, upgrades and any documentation will be deemed part of the Services, and will be subject to this Agreement. Breakthrough Learning may from time to time in its sole discretion and without prior notice to you modify, correct, improve, or discontinue offering the Services or any functionality available through the Services.

c) Grants. Provided you are in compliance with the terms of this Agreement:

1) Breakthrough Learning grants you a revocable, non-exclusive, non-transferable, non-sub-licensable limited right to access and use the Services, solely for your personal and non-commercial use and solely as provided in this Agreement. Your access to the Services will terminate at the close of the Beta Period noted above. Breakthrough Learning is not liable for any loss or damages arising from discontinued access to the Services at the close of the Beta Period.

2) Although Breakthrough Learning does not have an obligation to do so, we will try to provide support or assistance regarding the Services when possible.

3) This license does not entitle you to receive access to any future versions of the Services, including but not limited to any commercial versions. Although we are considering making available a commercial version of the Services, it is under no obligation to do so.

d) Restrictions. You will not:

1) Distribute, redistribute, transfer or make the Services available over a network where it could be used by multiple users at the same time without the express prior written consent of Breakthrough Learning;

2) Copy, sell, rent, lease, sublicense, distribute, perform, display, or otherwise transfer the Services, or any component or portion of the Services, without the express prior written consent of Breakthrough Learning;

3) Modify or create derivative works of the Services;

4) Reverse engineer, derive source code from, modify source code from, or decompile source code from the Services in whole or in part;

5) Transfer copies of the Services from one device to another device via any means;

6) Circumvent any technology used by Breakthrough Learning, its licensors, or any third party to protect the Services;

7) Circumvent any territorial restrictions applied by Breakthrough Learning or its licensors; or

8) Remove or alter any copyright, trademark, or other intellectual property notices contained on or provided through the Services;

e) Use of Services. You shall use the Services for lawful purposes only, and in a manner consistent with the terms of this Agreement and any other terms and conditions applicable to you or the entity with which you are associated.

4. Experimental Services.

a) You acknowledge that the Services are experimental and have not been made available for general release; that the Services may contain errors or other problems not usually associated with generally available Services. Breakthrough Learning is not liable for any loss or damages arising out of any such errors or other problems and is under no obligation to provide you with any error corrections, fixes, and/or enhancements to the Services.

5. Privacy and Security Risks. We recognize the importance of data privacy and are currently developing our privacy and data security policies and practices (“Data Security Practices”) along with our Services. Because our Services and Data Security Practices are still in development, you understand and acknowledge that there are certain risks inherent in using our beta Services that are not usually associated with commercially available services within the U.S. and other countries. You agree to accept those risks. To the greatest extent possible, you agree that we are not liable for any loss or damages arising out of our Data Security Practices. Because of these inherent risks, Breakthrough Learning makes no representation, warranty, covenant, or agreement that its Data Security Practices will be effective or comply with data security standards in any jurisdiction. You acknowledge and agree that all information and content that you provide is provided at your own risk.

Because we take Participant privacy and data security seriously, we think that it is important that you know the following:

a) What information we collect from Participants:

  • Full Name
  • Organization Email
  • Name of Affiliated Organization
  • Location Information
  • Information on your session usage of our Services

b) Why we collect it:

  • We collect this information to provide you the Services.

  • We use this information to keep you updated on any modifications or updates regarding our Services, policies, practices, and/or this Agreement.

c) How we collect it:

  • We collect this information when you (a) provide it to us, (b) use or interact with our Services, or (c) respond to our feedback requests or other communications.

d) Third parties we use to process and store your information:

  • Google Analytics (to provide analytics on how users access and use our website)
  • Appzi (to provide you a way to voluntarily provide feedback to us that includes details such as your written responses, your device type, operating system, and email address, if you choose to share it)
  • Google Firebase (to store user data)
  • FileMaker Pro (to store customer data, such as the Participant details you or the entity with which you are affiliated provide us)

e) What you can do:

  • If you have concerns or questions regarding what is described in this section, including the information we collect and how we collect and use this information, please email us at hello@cauzality.com.

As we continue to improve and establish our Data Security Practices, we will send notice of updated Data Security Practices to you through the contact information you provide. Your continued use of the Services following notice of changes to our Data Security Practices means you accept any and all such changes, effective as of the date of such acceptance. If you do not agree to be bound by (or cannot comply with) those policies, you agree that your sole remedy is to cease using the Services.

6. Ownership.

a) All rights not specifically granted herein are reserved by Breakthrough Learning and, as applicable, Breakthrough Learning’s licensors. You acknowledge that you do not acquire any ownership rights in the Services as a result of this Agreement or your use of the Services and that you have no rights to use the Services except as expressly provided by the terms of this Agreement.

b) All title, ownership rights and intellectual property rights in and to the Services (including without limitation any Services, titles, computer code, technology, methods of operation, moral rights, and any related documentation) are owned by Breakthrough Learning and its affiliates or licensors. The Services are protected by the copyright laws of the United States, international copyright treaties and conventions, and other laws. All rights are reserved. The Services may contain certain licensed materials, and Breakthrough Learning’s licensors may protect their rights in the event of any violation of this Agreement.

c) BREAKTHROUGH LEARNING and CAUZALITY are trademarks of Breakthrough Learning. You may not use Breakthrough Learning trademarks or trade dress in any manner that is likely to cause confusion among customers, or in any manner that disparages Breakthrough Learning or its licensors. Except as required for reasonable and customary use in describing the Services or any element thereof, Breakthrough Learning and its licensors do not grant you any express or implied rights, and all rights, title and interest that Breakthrough Learning has in and to the Breakthrough Learning trademarks, trade dress, or Services therein that are not expressly granted by Breakthrough Learning to you are retained by Breakthrough Learning.

d) All comments, feedback, suggestions, ideas and other submissions disclosed or submitted to Breakthrough Learning (“Feedback”) will be the exclusive property of Breakthrough Learning. You hereby agree that Breakthrough Learning may use, sell, exploit and disclose the Feedback in any manner, without restriction, and without compensation to you.

7. Termination.

a) Term. Your access rights and license to the Services are effective only during the Beta Period, unless earlier terminated by you or Breakthrough Learning. Your rights under this Agreement will terminate automatically without notice from Breakthrough Learning if you fail to comply with any term(s) of this Agreement. Notwithstanding anything to the contrary, Breakthrough Learning reserves the right to suspend or permanently discontinue your access to the Services at any time.

b) Your Right to Terminate. Subject to the terms described herein, you have the right to terminate this Agreement at any time upon written notice to Breakthrough Learning. You understand and agree that the termination of this Agreement is your sole right and remedy with respect to any dispute, including, but not limited to, anything related to, or arising out of: (A) any term of this Agreement or Breakthrough Learning’s enforcement or application of this Agreement; or (B) your ability to access and/or use the Services. In the event that you terminate this Agreement, we will discontinue your access to our Services.

c) Breakthrough Learning’s Right to Terminate. Breakthrough Learning may terminate your access to the Services at any time in its sole and absolute discretion for any reason including, without limitation, upon the occurrence of any one of the events: (i) improper use of the Services; (ii) the information provided by you in order to download the Services is found to be untruthful or inaccurate; (iii) taking any other action which adversely affects the Services or Breakthrough Learning; or (iv) any violation of this Agreement. If Breakthrough Learning terminates access to the Services because of your breach of this Agreement, Breakthrough Learning shall have no liability or responsibility to you or any third party.

8. DISCLAIMER OF WARRANTY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND BREAKTHROUGH LEARNING HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. BREAKTHROUGH LEARNING DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES AND OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BREAKTHROUGH LEARNING OR ITS AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. THE DISCLAIMER ABOVE APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

BREAKTHROUGH LEARNING DOES NOT: GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION OR CONTENT ON THE SERVICES OR (ii) ADOPT, ENDORSE NOR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN BREAKTHROUGH LEARNING. UNDER NO CIRCUMSTANCES WILL BREAKTHROUGH LEARNING BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S RELIANCE ON THE SERVICES OR ANY ORIGINAL WORK CREATED THROUGH ITS USE.

9. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL BREAKTHROUGH LEARNING BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF BREAKTHROUGH LEARNING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL BREAKTHROUGH LEARNING’S TOTAL AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) WILL BE TO RECOVER THE ACTUAL DAMAGES YOU INCUR BASED UPON REASONABLE RELIANCE ON THE SERVICES UP TO FIVE DOLLARS ($5.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. Indemnification.

You will defend Breakthrough Learning against claims brought against Breakthrough Learning or Breakthrough Learning’s affiliates, licensors, agents, or employees by any third party related to your use of the Services. You will indemnify Breakthrough Learning against all damages finally awarded against Breakthrough Learning (or the amount of any settlement you enter into) with respect to these claims.

11. Indemnification Procedure.

a) We will timely notify you in writing of any claim brought against Breakthrough Learning or Breakthrough Learning’s affiliates, licensors, agents, or employees related to your use of the Services. We will reasonably cooperate in the defense and may appear (at our own expense) through counsel that is reasonably acceptable to you.

b) You will have the right to fully control the defense.

c) Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by Breakthrough Learning.

12. Export Restriction. You may not use or otherwise export or re-export the Services except as authorized by United States law. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use this Services for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

13. Governing law; Jurisdiction and Venue. Without giving effect to any principles of conflicts of law, the laws of the State of Oregon govern this Agreement and your use of the Services. The parties submit to the exclusive jurisdiction and venue of any state and federal courts located in County of Multnomah, Oregon for any claims or proceedings arising out of or related to this Agreement and the use of the Services, and waive any jurisdictional, venue or inconvenient forum objections to such courts. Your use of the Services may also be subject to other local, state, national, or international laws.

14. Changes to Agreement. Breakthrough Learning reserves the right to modify this Agreement at any time. When Breakthrough Learning does so, Breakthrough Learning may require you to accept the modified terms in order to continue to access the Services. Your continued use after the date of any updates to this Agreement will constitute your acceptance of the updated Agreement.

15. General Provisions. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. Except as otherwise specifically provided herein, this is the entire Agreement between us, you and Breakthrough Learning, relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and Breakthrough Learning with respect to such subject matter. The failure by Breakthrough Learning to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

16. Contact Us. If you have any questions, complaints, or comments regarding this Agreement, or have other questions or suggestions about our Services, please contact us via e-mail at hello@cauzality.com.