These terms of service are entered into by and between you and Agile Education Marketing, LLC (the “Provider”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms of Service”) set out our and your legal rights and obligations in relation to our Campus platform and services (“Campus”). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document and these Terms of Service are so important that we are unable to provide these services unless you agree to them.
By using Campus or by clicking accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound by these Terms of Service.
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access and use of the Platform and Service thereafter. Your continued use of the Platform and Service following the posting of the revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
If you have any questions or complaints about our services, please contact us by writing to Agile Education Marketing, LLC, 110 16th Street, Suite 506, Denver, Colorado 80202 or by email to firstname.lastname@example.org.
1.1 In the Agreement:
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means the agreement between the Provider and the Customer for the provision of the Platform as a service, incorporating the Purchase Order, these Terms of Service and any amendments to the Agreement from time to time;
“Business Day” means any week day, other than a public holiday in the United States;
“Business Hours” means between 08:30 and 17:00 MT on a Business Day;
“Charge” means the amounts payable by the Customer to the Provider under or in relation to the Agreement (as set out in the Purchase Order);
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);
“Customer” means the customer specified in the Purchase Order;
“Customer Confidential Information” means:
a) any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Provider during the Term that is marked as “confidential”, described as “confidential” or should have been understood by the Provider at the time of disclosure to be confidential;
b) the financial terms and conditions of the Agreement; and
c) the Customer Materials.
“Customer Materials” all works and materials:
a) uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer’s account; and
b) otherwise provided by the Customer to the Provider in connection with the Agreement;
“Defect” means a defect, error or bug having a materially adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of:
a) an act or omission of the Customer, or an act or omission of one of the Customer’s employees, officers, agents, suppliers or sub-contractors; or
b) an incompatibility between the Platform and any other system, application, program or software not specified as compatible in the Purchase Order;
“Documentation” means the documentation produced by the Provider and made available on the Platform, and on the Campus website, to the Customer specifying how the Platform should be used;
“Effective Date” means the date that the Agreement comes into force as specified in Section 2;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, unfair competition rights, patents, semi-conductor topography rights and rights in designs);
“Minimum Term” means the period specified as such in the Purchase Order;
“Permitted Purpose” means the Customer managing their marketing, sales, customers and business with the Platform;
“Platform” means the software platform known as Campus that is owned and operated by the Provider, and that will be made available to the Customer as a service via the internet under the Agreement;
“Provider” means Agile Education Marketing, LLC, a Colorado limited liability company with its principal place of business located at 110 16th Street, Suite 506, Denver, Colorado 80202;
“Purchase Order” means the online document made available by the Provider to the Customer during the order process / agreed between the parties that specifies the identity of the Customer, and other matters relating to the Agreement;
“Service” or “Services” means all the services provided or to be provided by the Provider to the Customer under the Agreement, including the Support Services and the Campus website;
“Support Services” means support and maintenance services provided or to be provided by the Provider to the Customer in accordance with Section 4.1;
“Term” means the term of the Agreement; and
“Upgrades” means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.
1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:
a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
b) any subordinate legislation made under that statute or statutory provision.
1.3 The Section headings do not affect the interpretation of the Agreement.
2.1 You agree that your Purchase Order is an offer to buy, under these Terms of Service, all services listed in your Purchase Order. All Purchase Orders must be accepted by us or we will not be obligated to sell the services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of your order.
2.2 In order to enter into the Agreement, the Customer must undertake either of the two following processes:
a) Ordering Online for a Paid Plan
i) The Customer must select the Platform’s plan from the Order page of the Campus website;
ii) the Customer must then create an account by filling in the form with their login details and their credit or debit card payment details and also tick the confirmation of agreement to the terms of service and acceptable use policy checkbox;
iii) the Customer will then be able to submit its order by clicking on the “Pay Now” button.
b) Ordering Online for a Free Trial (if available)
i) The Customer must fill out the Free Trial form on the Campus website;
ii) the Customer will then be able to submit its order by clicking on the “Create Free Trial” button.
c) Ordering Offline
i) The Customer must indicate which of the Platform plans they require either verbally or in writing to the Provider;
ii) the Customer will be sent a Purchase Order and Credit Card Authorization form to sign and return to the Provider (at which point the Agreement will come into force);
iii) then after payment has cleared, the Provider will send to the Customer an initial acknowledgement and login details.
2.3 Once in force, the Agreement will continue in force until the Customer’s subscription expires or is terminated in accordance with Section 12.
3.1 If the customer has ordered offline, the Provider will make available the Platform to the Customer by setting up an account for the Customer on the Platform, and providing to the Customer login details for that account as soon as practicable after the Purchase Order and payment have been received. Or if the Customer has ordered online, the Platform will automatically generate an account for the Customer promptly following the Effective Date, enabling the Customer to access the Platform.
3.2 Subject to the limitations set out in Section 3.3 and the prohibitions set out in Section 3.4, the Provider hereby grants to the Customer a non-exclusive license to use the Platform for the Permitted Purpose via any standard web browser in accordance with the Documentation during the Term.
3.3 The license granted by the Provider to the Customer under Section 3.2 is subject to the following limitations:
a) the Platform must not be used at any point in time by more than the number of concurrent users specified in the Purchase Order, providing that the Customer may add or remove concurrent user licenses in accordance with the procedure set out therein;
b) the Platform may only be used by the officers, employees, agents and sub-contractors of the Customer;
c) the Customer must comply at all times with the terms of the Acceptable Use Policy supplied with the Platform and set out on the Campus website, and must ensure that all users of the Platform agree to and comply with the terms of that Acceptable Use Policy; and
d) the Customer must comply at all times with the terms of the Education Data Use Policy supplied with the Platform and set out on the Campus website and must ensure that all users of the Platform agree to and comply with the terms of that Education Data Use Policy.
3.4 Except to the extent mandated by applicable law or expressly permitted in the Agreement, the license granted by the Provider to the Customer under this Section 3 is subject to the following prohibitions:
a) the Customer must not sub-license its right to access and use the Platform or allow any unauthorized person to access or use the Platform;
b) the Customer must not frame or otherwise re-publish or re-distribute the Platform;
c) the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Platform in whole or in part except to the extent that any reduction of the Platform to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Platform with the operation of other software or systems used by the Customer, unless the Provider is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request the Provider to carry out such action or to provide such information (and shall meet the Provider's reasonable costs in providing that information) before undertaking any such reduction and
d) the Customer must not alter, adapt or edit the Platform save as expressly permitted by the Documentation.
3.5 For the avoidance of doubt, the Customer has no right to access the object code or source code of the Platform, either during or after the Term.
3.6 All Intellectual Property Rights in the Platform shall, as between the parties, be the exclusive property of the Provider.
3.7 The Customer shall ensure that no unauthorized person will or could access the Platform using the Customer’s account.
3.8 The Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the Platform.
4.1 During the Term the Provider will provide technical support services to the Customer via phone and email during regular Business Hours to address issues or questions encountered by the Customer regarding the administration of, function of and underlying processes associated with the Platform and Services (the “Support Services”). The Provider will make commercially reasonable efforts to correct within a reasonable period of time such errors and defects in the Platform and Services of which it is made aware that are capable of being corrected.
4.2 The Provider may sub-contract the provision of any of the Support Services without obtaining the consent of the Customer.
4.3 The Provider reserves the right to discontinue functionality of the Platform at any time and will notify the Customer via blog or email.
5.1 The Customer grants to the Provider a non-exclusive license to store, copy and otherwise use the Customer Materials on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement.
5.2 Subject to Section 5.1, all Intellectual Property Rights in the Customer Materials will remain, as between the parties, the property of the Customer.
5.3 The Customer warrants and represents to the Provider that the Customer Materials, and their use by the Provider in accordance with the terms of the Agreement, will not:
a) breach any laws, statutes, regulations or legally-binding codes;
b) infringe any person’s Intellectual Property Rights or other legal rights; or
c) give rise to any cause of action against the Provider or the Customer or any third party,
in each case in any jurisdiction and under any applicable law.
5.4 Where the Provider reasonably suspects that there has been a breach by the Customer of the provisions of this Section 5, the Provider may:
a) delete or amend the relevant Customer Materials; and/or
b) suspend any or all of the Services and/or the Customer’s access to the Platform while it investigates the matter.
5.5 For the avoidance of all doubt, all Charges shall remain due and payable throughout the term of any suspension put in place in accordance with Section 5.4(b) above.
5.6 Any breach by the Customer of this Section 5 will be deemed to be a material breach of the Agreement for the purposes of Section 12.
The Customer may, prior to ordering a paid plan, undertake a trial of the Platform. The length of which is mentioned on the Campus website, during which all of the provisions of this Agreement shall apply, save as follows:
a) the Customer shall have no obligation to pay the Charges in respect of the trial period;
b) either party may terminate the Agreement immediately by giving written notice to the other party at any time before the end of the trial period (in which case no liability to pay any Charges in respect of Platform access or Support Services will arise).
At the end of the trial and if the Customer has not terminated the Agreement according to this Section 6, the Provider may automatically start to charge the Customer for the Services. By providing billing information in conjunction with the trial, the Customer agrees to these charges.
The Services are billed in advance on either an annual or monthly subscription basis. The Provider will not provide refunds or credits in the case of cancellations or downgrades, or when there are unused portions of the Services on an open account.
UNLESS THE CUSTOMER TERMINATES THIS AGREEMENT PURSUANT TO SECTION 12 BEFORE A CHARGE BECOMES DUE, THE CUSTOMER UNDERSTANDS THAT ITS SUBSCRIPTION TO THE PLATFORM AND SERVICES WILL AUTOMATICALLY CONTINUE, AND THE CUSTOMER AUTHORIZES THE PROVIDER (WITHOUT NOTICE TO THE CUSTOMER, UNLESS REQUIRED BY LAW) TO COLLECT THE THEN-APPLICABLE CHARGE AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD THE PROVIDER HAS ON RECORD FOR THE CUSTOMER.
In order to set up an account online with the Provider, the Customer must provide the Provider with accurate and complete billing information including legal name, address, telephone number and a valid credit/debit card. Such credit/debit card information shall be provided on the Credit Card Authorization form for any Customer ordered offline. By submitting such credit/debit card information, the Customer gives the Provider permission to charge all fees incurred through its account to the designated credit/debit card.
The Provider will issue invoices annually or monthly for the Charges to the Customer in accordance with the Purchase Order. These invoices shall be billed automatically pursuant to this Section 7, unless the Agreement is terminated pursuant to Section 12.
7.3 The Customer will pay the Charges to the Provider within 14 days of the date of an invoice issued in accordance with Section 7.2.
7.4 If the Customer does not pay any amount properly due to the Provider under or in connection with the Agreement, the Provider may charge the Customer interest on the overdue amount at the rate of 1.5% per month or, if lower, the maximum rate allowed by applicable law.
7.5 The Provider may vary the Charges by giving to the Customer not less than 90 days’ written notice of the variation.
7.6 In addition to the rights outlined in Section 7.4 above, the Provider may suspend access to the Platform and the provision of the Services if any amounts due to be paid by the Customer to the Provider under the Agreement are overdue by more than 14 days.
8.1 The Customer warrants and represents to the Provider that it has the legal right and authority to enter into and perform its obligations under the Agreement.
8.2 The Provider warrants and represents to the Customer:
a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;
b) that it will perform its obligations under the Agreement with reasonable care and skill;
c) that the Platform will perform in accordance with the Documentation (subject to any Upgrades);
d) that the Platform will be hosted in accordance with the requirements set out in the Statement of Services; and
e) if any part of the Platform or Services is found to infringe a third party’s Intellectual Property Rights, or in the Provider’s opinion is likely to become the subject of such a claim, the Provider shall, at its option, either:
i) procure for the Customer the right to continue using the Platform and Services,
ii) modify or replace the Platform and Services to make it noninfringing, or
iii) refund the charges paid for the Platform and Services. The Provider shall have no liability regarding any claim arising out of: (a) use of other than a current, unaltered release of the Platform or Services, unless the infringing portion is also in the then current, unaltered release, (b) use of the Platform or Services in combination with non-Provider software, data or equipment if the infringement was caused by such use or combination, (c) any modification or derivation of the Platform or Services not specifically authorized in writing by the Provider, or (c) use of third party software.
THE FOREGOING STATES THE ENTIRE LIABILITY OF THE PROVIDER AND THE EXCLUSIVE REMEDY FOR THE CUSTOMER RELATING TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT BY THE PLATFORM OR SERVICES.
8.3 The Customer understands that the Provider cannot and does not guarantee or warrant that files available for downloading from the Internet or the Services will be free of viruses or other destructive code. The Customer is responsible for implementing sufficient procedures and checkpoints to satisfy its particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of lost data. THE PROVIDER WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO THE CUSTOMER’S USE OF THE SERVICES OR ANY ITEMS OBTAINED THROUGH THE SERVICES, OR ON ANY WEBSITE LINKED TO THEM.
THE CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASES, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE PROVIDER NOR ANY PERSON ASSOCIATED WITH THE PROVIDER MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE PROVIDER NOR ANYONE ASSOCIATED WITH THE PROVIDER REPRESENTS OR WARRANTS THAT THE SERVICES OR THEIR CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET THE CUSTOMER’S NEEDS AND EXPECTATIONS.
THE PROVIDER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
The Customer will defend, indemnify and hold harmless the Provider, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against all claims, liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) arising as a result of any breach by the Customer of these Terms of Service or use of the Services.
IN NO EVENT SHALL THE PROVIDER BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFIT OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS OF SERVICE, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
THE PROVIDER’S SOLE AND ENTIRE MAXIMUM LIABILITY, AND THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY THE CUSTOMER FOR THE PRODUCTS AND SERVICES ORDERED UNDER THE AGREEMENT.
The limitation of liability set forth above shall (i) only apply to the extent permitted by law and (ii) not apply to (a) liability resulting from the Provider’s gross negligence or willful misconduct and (b) death or bodily injury resulting from the Provider’s acts or omissions.
11.1 The Provider will:
a) keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Section 11;
b) protect the Customer Confidential Information against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and
11.2 Customer Confidential Information may be disclosed by the Provider to its officers, employees, agents, insurers and professional advisers.
11.3 The obligations set out in this Section 11 shall not apply to:
a) Customer Confidential Information that is publicly known or becomes publicly available through any means other than a breach by the Provider of its obligations under this Agreement;
b) Customer Confidential Information that is in possession of the Provider prior to disclosure by the Customer;
c) Customer Confidential Information that is received by the Provider from an independent third party who has a right to disclose the relevant Confidential Information; or
d) Customer Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body.
12.1 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
a) commits any breach of any term of the Agreement, and:
i) the breach is not remediable; or
ii) the breach is remediable, but the other party fails to remedy the breach within 15 Business Days of receipt of a written notice requiring it to do so; or
b) persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach).
12.2 Either party may terminate the Agreement immediately by giving written notice to the other party if:
a) the other party:
i) is dissolved;
ii) ceases to conduct all (or substantially all) of its business;
iii) is or becomes unable to pay its debts as they fall due;
iv) is or becomes insolvent or is declared insolvent; or
v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under the Agreement); or
d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
12.3 If the Provider stops or makes a good faith decision to stop operating the Platform generally, then the Provider may terminate the Agreement by giving at least 3 days written notice of termination to the Customer.
12.4 The Provider may terminate the Agreement immediately by giving written notice of termination to the Customer where the Customer fails to pay to the Provider any amount due to be paid under the Agreement by the due date.
13.1 Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Sections 1, 7.6, 9, 10, 11, 13 and 16.
13.2 Termination of the Agreement will not affect either party’s accrued liabilities and rights as at the date of termination.
13.3 Subject to Section 13.4, within 30 days following the termination of the Agreement, the Provider may irrevocably delete from the Platform all Customer Confidential Information;
13.4 The Provider may retain any document (including any electronic document) containing the Customer Confidential Information after the termination of the Agreement if:
a) the Provider is obliged to retain such document by any law or regulation or other rule enforceable against the Provider; or
b) the document in question is a letter, fax, email, order confirmation, invoice, receipt or similar document addressed to the Provider.
13.5 Following the termination of the Agreement, the Customer will ensure all Customer Materials are exported before the termination date.
14.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by registered or certified mail, or sent by email, for the attention of the relevant person, and to the relevant address or email address given below (or as notified by one party to the other in accordance with this Section 14).
The Provider: Campus, Agile Education Marketing, LLC, 110 16th Street, Suite 506, Denver, Colorado 80202, email@example.com.
The Customer: The addressee, address and email set out in the Purchase Order.
14.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
a) where the notice is delivered personally, at the time of delivery;
b) where the notice is sent by post, 48 hours after posting; and
c) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
15.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
15.2 A party who becomes aware of a Force Majeure Event which gives rise to any failure or delay in performing its obligations under the Agreement, will:
a) forthwith notify the other; and
b) will inform the other of the period for which it is estimated that such failure or delay will continue.
15.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
16.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
16.2 If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
16.3 The Customer hereby agrees that the Provider may freely assign any or all of its contractual rights and/or obligations under the Agreement. The Customer may only assign or transfer this Agreement with prior written consent of the Provider.
16.4 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
16.5 Subject to Section 10, the Agreement, the Acceptable Use Policy and the Education Data Use Policy referred to in herein constitutes the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
16.6 The Agreement will be governed by and construed in accordance with the substantive laws of the State of Colorado, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Colorado. Any litigation under this Agreement shall be brought and maintained in the appropriate courts in the County of Denver, Colorado, and the parties consent to personal jurisdiction in the State of Colorado.