END-USER SUBSCRIPTION AGREEMENT (EUSA)

    IMPORTANT NOTICE TO SUBSCRIBER...PLEASE READ CAREFULLY: The terms "we", "us", and "our" refer to Vantageonlinestore.com, LLC and its affiliated companies ("Vantage"). "You" and "your" refer to the individual and/or entity that has ordered Vantage product or technical services from Vantage or an authorized partner/representative. "Product services" refers to any web-based service application accessed by you via the internet. "Technical services" refers to support, consulting, or other services including customizations you have ordered (if any apply).

    This Vantage End-User Subscription Agreement ("subscription") is a legal agreement between you (either an individual or a single entity) as Subscriber and Vantage for use of the CorrectEnglish service incorporating Vantage's proprietary underlying IntelliMetric technology accessed solely as a service over the Internet and any related documentation (collectively, "CorrectEnglish"). By using CorrectEnglish, you agree to be bound by the terms of this Agreement and subscription. If you do not agree to the terms of this Agreement, you may not use CorrectEnglish. The terms CorrectEnglish and Product Services may be used interchangeably within this document.

    WHAT THIS SUBSCRIPTION AGREEMENT COVERS

    Your order is not effective until accepted by us. Upon acceptance we grant you limited authority to access and use of CorrectEnglish on a personal subscription basis, i.e. only valid paid-up subscribers have authority to access and use CorrectEnglish for exclusively personal use. This subscription will terminate at the end of your paid-up subscription period. The subscription may be subsequently renewed at the then current renewal price. Domestic and Foreign Intellectual Property statutes, treaties, conventions, protocols and agreements, including copyright laws (collectively "Intellectual Property law") protect CorrectEnglish. CorrectEnglish is accessed via the internet on a subscription basis, it is not sold. As a subscriber, you acknowledge, assent to and agree to abide by all Intellectual Property law pertaining to and protecting CorrectEnglish. You must hold a valid subscription, which we assign to you, in order to use CorrectEnglish.

    OWNERSHIP AND PROPERTY RIGHTS

    Subscriber understands and acknowledges that Vantage holds all right, title and interest to CorrectEnglish, including, but not limited to, trade secret, patent, trademark and copyright in Product Services. Subject to the terms of this Agreement, Vantage grants to subscriber a non-exclusive, non-transferable subscription to use Product Services during the term of this Agreement.

    SUBSCRIBTION GRANT AND OTHER TERMS OF USE

    Upon your acceptance as an end-user/subscriber, Vantage grants to you a non-exclusive, nontransferable, limited authority to access and use Services on a individual subscription basis by use of a special username and password ("entry key") to be issued by Vantage and that shall be used only for purposes consistent with this Agreement and the pedagogic nature and objectives for which Services were developed and procured. The entry key is Vantage confidential information as defined within this Agreement and should not be used for any purpose inconsistent with the terms and conditions of this Agreement or the technology itself.

    You may not share or otherwise divulge the entry key assigned to you to any other person. Doing so will invalidate your subscription and may subject you to civil penalties. This subscription will terminate at the end of the product term shown on the product order schedule, subscription agreement or contract between you or the entity with which you are associated or employed and Vantage. The subscription may be subsequently renewed at the then current renewal price. Domestic and Foreign Intellectual Property statutes, treaties, conventions, protocols and agreements, including copyright laws (collectively "Intellectual Property law") protect the Services and all underlying technologies and connected intellectual property. As a subscriber, you acknowledge, assent to and agree to abide by all Intellectual Property law pertaining to and protecting Services and technology. In all cases, you must hold a valid subscription and a specifically assigned entry key in order to access and use Services. Only valid and paid-up subscribers have authority to access and use Services exclusively for personal use.

    A subscriber may use Services only for the time period for which subscription has been authorized by Vantage. Any attempt to use an entry key, transfer use of Services or actual use of Services by anyone other than the valid subscriber shall constitute a breach of this End-User Service Agreement and subscription and shall result in immediate termination of the subscription as described below under the heading 'Termination'. Subscriber shall not cause any part of the Application in any way to be decompiled, disassembled or reverse engineered, reverse compiled or re-implemented nor shall any attempt to do so be undertaken or permitted. Subscriber agrees not to modify nor create a derivative of any part of the Application, nor remove, edit, copy, or modify any product identification, copyright or other notices. Intentional attempts to trick, deceive, mislead, fool or otherwise circumvent the legitimate purposes for which CorrectEnglish has been purchased, including false or purposefully designed submissions calculated to test, reveal or expose underlying scoring technology or other product functionality ("false submission") shall be considered a breach of this subscription agreement and shall be cause for immediate cancellation of subscription without refund or reimbursement of any kind. Subscriber agrees not to modify nor create a derivative of any part of CorrectEnglish remove any product identification, copyright or other notices, create or aid in the creation of false submissions.

    LIMITED WARRANTY

    VANTAGE WARRANTS TO SUBSCRIBER THAT PRODUCT SERVICES WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH CURRENT FUNCTIONAL DOCUMENTATION. VANTAGE PROVIDES NO WARRANTY THAT THE USE OF PRODUCT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. VANTAGE'S TOTAL LIABILITY WITH RESPECT TO THIS WARRANTY AND SUBSCRIBER'S SOLE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE LIMITED TO SCORE CORRECTION OR REUSE OF PRODUCT SERVICES AT NO ADDITIONAL CHARGE TO SUBSCRIBER. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, SHALL APPLY, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. IN NO EVENT, HOWEVER, SHALL VANTAGE BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PRODUCT.

    THE ABOVE IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY VANTAGE. VANTAGE MAKES AND SUBSCRIBER RECEIVES NO OTHER WARRANTY EXPRESS OR IMPLIED. THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE SET FORTH ABOVE, THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF VANTAGE TECHNOLOGIES FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE DELIVERY, USE OR PERFORMANCE OF ANY PRODUCT SERVICES OR INTELLECTUAL PROPERTY PROVIDED TO SUBSCRIBER BY VANTAGE.

    LIABILITY

    UNDER NO CIRCUMSTANCES SHALL VANTAGE'S LIABILITY TO THE SUBSCRIBER HEREUNDER INCLUDE, NOR SHALL VANTAGE BE LIABLE FOR, ANY CLAIM OR DEMAND AGAINST VANTAGE BY A THIRD PARTY, EXCEPT AS SPECIFIED IN ABOVE, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR PRODUCTS OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, TORT OR COVER DAMAGES HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM NEGLIGENCE OR FROM DELAY OF DELIVERY OR FROM LOSS OF DATA, BUSINESS OR GOODWILL, WHETHER OR NOT SUBSCRIBER HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

    ASSIGNMENT

    This Agreement and the subscription granted hereunder may not be assigned, licensed, transferred or otherwise alienated by subscriber to any other party.

    TERMINATION

    Without prejudice to any other rights, we may terminate this subscription if the subscriber breaches or fails to comply with any term or condition of this subscription agreement. In such event, Subscriber shall immediately cease and desist from further use of any materials or documentation connected with Product Services and destroy all copies of the same.

    FEES

    Use of Product Services is subject to current and seasonable payment of applicable participation and/or special fees, if any, by Subscriber. Failure to comply with payment terms in consideration of continued and valid subscription use shall be grounds for suspension, revocation or termination of subscriber's access to Product Services.

    VANTAGE PROPRIETARY RIGHTS

    The parties agree that any and all rights in and to existing Vantage Intellectual Property including but not limited to Product Services and underlying Vantage Learning Platform (VLP) and Intellimetric technology, including without limitation the rights to patents, copyrights, trademarks, trade names and any other intellectual or proprietary rights, are and shall remain be the sole property of Vantage. Vantage will retain ownership and all rights to underlying technology created and/or distributed by Vantage under this Agreement. Subscriber agrees to secure and protect Product Services in a manner consistent with the maintenance of Vantage's rights and Subscriber's obligations herein.

    GOVERNING LAW

    This Agreement shall be construed under the laws of the Commonwealth of Pennsylvania. In the event that any provision of this Agreement is deemed invalid or unenforceable, the other provisions of this Agreement shall continue in full force and effect.

    MODIFICATIONS TO PRODUCT SERVICES

    Vantage may at any time make modifications, changes, revisions, maintenance updates, enhancements, and alterations to the Application, including this End-User Agreement, without prior notice. Subscribers are responsible for regularly reviewing this agreement. Your continued use of the Application following any modifications, changes, revisions, maintenance updates, enhancements, and alterations shall constitute your acceptance of each modification, change or alteration.

    OTHER

    This Agreement constitutes the entire understanding between Vantage and the Subscriber with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations or offers between them. Any modification or amendment of the terms of this Agreement shall not be binding upon either party unless such amendment or modification is in a written form signed by an authorized representative of each party.

    ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY VANTAGE.


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