Terms and Conditions

CONTRACT. The ordering or acceptance of any Products purchased from Math Ally or its applicable divisions, subsidiaries, or affiliates (collectively, "Math Ally") by any Customer shall constitute an agreement to these standard terms and conditions (the "General Terms"). These General Terms, together with any other applicable terms, any terms and conditions published by Math Ally in the applicable Math Ally catalog, the Order Document(s) (if applicable to Customer's purchase) and/or any other terms and conditions, attachments or exhibits associated with the purchased Products (collectively, the "Terms") constitute the entire agreement between the parties relating to the subject matter hereof, except for any agreements, amendments, or waivers agreed to in writing by both Math Ally and Customer. Any contrary or inconsistent terms appearing on purchase orders, acknowledgments, or other documents of Customer or oral stipulations shall not be binding on Math Ally.

PURCHASE AUTHORIZATION; SOLVENCY. By ordering Products, Customer represents and warrants that it has complied with any and all of its own requirements necessary to authorize the purchase. Customer is solely responsible for all purchase decisions, including ensuring the compatibility and suitability of all Products. Further, by ordering and accepting delivery, Customer represents to Math Ally that Customer is solvent and will make payment in full when due for such Products in accordance with the applicable invoice. In the event that the Customer orders and/or accepts delivery of any Products while insolvent, Math Ally shall have the right to stop shipment of any and all Products en route and Customer shall immediately return all such Products actually received to Math Ally.

ACCEPTANCE, PRICES, CANCELLATIONS, AND TERMS. Orders are subject to acceptance and availability. Math Ally's list prices and other terms shown are subject to change without notice. Math Ally may make changes in quantities, specifications, delivery schedules, method of shipment, and packaging, and may cancel or terminate work on any order for its own convenience, in whole or in part, by written or electronic notice at any time. Any changes to orders requested by Customer may be approved or rejected in Math Ally's sole and absolute discretion. In the event of any errors relating to the pricing or specifications of any Products, Math Ally shall have the right to refuse or cancel any orders in its sole discretion.

BILLING AND PAYMENT. All amounts owing from Customer to Math Ally with respect to any Products purchased from Math Ally are subject to timely payment due within thirty (30) days of the date set forth on Math Ally's invoice. Accounts must be current before subsequent deliveries will be made or Services will be delivered. Customer credit limits may be established and modified by Math Ally in its sole discretion. Past due accounts are subject to a one percent (1%) monthly finance charge. Unless a set-off or deduction is specifically provided for by Math Ally in a valid credit memo, Customer may not charge back to Math Ally or make any set-offs or deductions. Math Ally shall process any credit to Customer's account in accordance with Math Ally's standard practices and procedures. All claims relating to any delivery and/or applicable invoice and/or Products must be made in writing within 30 days of the date of the invoice.

TAXES. Where appropriate, Customer shall provide Math Ally with a duly executed tax certificate indicating that such purchase is for exemption or resale, and listing Customer's sales tax registration number for each state into which Math Ally's Products will be delivered. Math Ally shall have no liability for any tax required to be billed, collected, and/or remitted by Customer as a result of sales of Products made by Customer, and Customer shall defend, indemnify, and hold harmless Math Ally against all losses, penalties, interest, and expense (including reasonable attorneys' fees) arising out of any claims relating to such liability for taxes. Where applicable, all prices and payments for Products are exclusive of all taxes, and Customer agrees to pay all applicable national, state and local sales, use, value-added and other taxes, customs duties and similar tariffs and fees, other than taxes imposed on Math Ally's net income.

SHIPPING; HANDLING; RISK OF LOSS. Unless otherwise expressly indicated on the face of an order, the shipping term for all deliveries is F.O.B. Math Ally's shipping point. Risk of loss and title is passed to Customer upon transfer of the Physical Products to the carrier. Shipping costs quoted are estimates and may vary from the actual costs. Unless otherwise agreed, the cost of shipping is calculated by taking the Physical Product price and adding 16%. Minimum charge is $10.00. Math Ally will ship Physical Products using its established methods of packing and transportation, except as otherwise instructed by Customer and agreed to by Math Ally.

REJECTION. Customer may, immediately on receipt of any incorrect titles or damaged or defective Products, or if Products are not as described, reject and return them to Math Ally, with authorization from Math Ally and at Math Ally's expense. Shortages, damaged Products or incorrect titles must be reported within thirty (30) days of delivery.

RETURNS. Except for Products sold on a non-refundable basis, Customer may return, at Customer's risk and expense, purchased Products no later than six (6) months (or one month for home schools and individual customers) after the invoice date, in accordance with Math Ally's standard practices and procedures with pre-approval from Math Ally Customer Experience.

MODIFICATION, DISCONTINUATION OR RECALL. Math Ally may update, enhance and/or expand the content, features and functionality of a Product and/or change the name and branding of a Product from time to time. In the event a Product is discontinued by Math Ally or is the subject of a recall during the term of Math Ally's contract with the Customer, Math Ally shall be responsible only for, at Math Ally's election: (a) supplying Customer with a revised or corrected version of the Product; (b) substituting the Product with a new product in the same subject area and the same type, quality, condition and price; or (c) providing a pro-rated credit to Customer.

COMPLIANCE WITH LAWS. Customer shall comply with all applicable laws and regulations applicable to the purchase of Products. Furthermore, Customer warrants that it shall comply with all applicable data privacy laws, including federal and state laws including but not limited to the Family Educational Rights and Privacy Act (FERPA) and the Children's Online Privacy Protection Act (COPPA).

MATH ALLY'S INTELLECTUAL PROPERTY RIGHTS. The intellectual property contained in the Products is confidential and/or proprietary information of Math Ally or its licensors and is protected by copyright, trademark, and other intellectual property laws. Math Ally, or its licensors, are the sole and exclusive owners and shall retain all right, title and interest in and to the Products, including without limitation all materials, software, documentation, training and implementation materials, methodology, copyrighted and other proprietary content, Math Ally trademarks and brands, and information and other materials of Math Ally, its licensors and other third parties.

FORCE MAJEURE. Math Ally shall not be deemed in default of its obligations to Customer to the extent that performance of its obligations or attempts to cure any breach are delayed, cancelled, rescheduled or prevented by reason of any act of God, war, civil commotion, strikes, labor disputes, fire, natural disaster, epidemic, pandemic, accident, riots, acts of government, shortage of materials and supplies, or any other cause beyond its reasonable control.

INDEMNIFICATION. To the extent allowed by law, Customer will indemnify, defend and hold harmless Math Ally, its parent companies, subsidiaries, affiliates, directors, officers and employees from any third party claims, causes of action, damages, costs, liabilities or expenses that arise from a breach of these Terms or from improper, illegal or unauthorized use, distribution or operation of the Products.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. ALL PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS, AND MATH ALLY EXPRESSLY EXCLUDES THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WHILE MATH ALLY DOES ITS BEST TO DESCRIBE EVERY PRODUCT OFFERED AS ACCURATELY AS POSSIBLE, MATH ALLY DOES NOT WARRANT THAT PRODUCTS, SPECIFICATIONS, PRICING, AND/OR OTHER CONTENT MATH ALLY PROVIDES ARE COMPLETE, ACCURATE, RELIABLE, CURRENT, OR ERROR-FREE. IN NO EVENT SHALL MATH ALLY BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL MATH ALLY'S TOTAL AGGREGATE LIABILITY IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER DURING THE MOST RECENT TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.

TERMINATION; EFFECT OF TERMINATION. Math Ally may terminate this Agreement upon the failure of Customer to comply with any of the Terms, at any time by giving Customer 30 days' prior written notice, specifying the breach upon which the notice is based. Upon termination for any reason, Math Ally will disable access to any applicable Digital Products.

MODIFICATION AND SEVERABILITY. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of the Terms shall remain in force and in effect. Math Ally reserves the right to make changes to these Terms at any time.

JURISDICTION; VENUE; CHOICE OF LAW. The state courts of the Commonwealth of Massachusetts and, if the jurisdictional prerequisites exist, the United States District Court for Massachusetts shall have sole and exclusive jurisdiction to hear and determine any dispute or controversy arising under or concerning this contract. This contract and the rights and obligations of the parties shall be construed in accordance with the laws of the Commonwealth of Massachusetts, without reference to its principles of conflicts of laws.

EXPORT. Import duties, taxes and customs clearance fees relating to Products shipped outside the United States will be borne by Customer. Export laws and regulations of the United States apply to all Products. Customer agrees that export control laws govern its use of the Digital Products and related Services.

CONFIDENTIALITY. Customer acknowledges that in the course of providing Products under this Agreement, representatives of Math Ally may disclose certain confidential information to Customer. All concepts, work, materials, and related information disclosed to Customer by any person acting on behalf of Math Ally are proprietary and confidential information of Math Ally. Customer acknowledges this and agrees not to disclose any such concepts, work, material or related information to any other parties.

SUBSCRIPTION TERM. Any subscription to Digital Products is for the price and time period or term listed in the applicable Order Document(s). If Customer wishes to modify or extend any Subscription Term, a purchase order, change order, or amendment is to be negotiated for additional fees. If no commencement date for the Subscription Term is specified, the Subscription Term shall be deemed to commence on the date on which the Customer is granted access to the Digital Product as delivered by Math Ally. Upon expiration or termination of the Subscription Term, Customer will no longer have permitted access to the Digital Product.

HOSTING. Any Digital Products purchased for a limited Subscription Term shall be hosted by or through Math Ally. Math Ally may choose to transition the hosting of a Digital Product to a different site or platform upon prior written notice to Customer. Any Math Ally Digital Products Customer wishes to self-host would be considered a separate transaction, and separate agreements and fees are to be negotiated.

ALLOCATION OF LICENSES. Math Ally will provide Customer with the number of credentials with respect to Digital Products equal to the number of students, teachers or administrators licensed by Customer under the applicable Order Document(s).

LICENSE LIMITATIONS. Customer may not: (1) re-sell, rent or lease a Digital Product or any part of it; (2) copy any part of a Digital Product, except where specifically indicated otherwise or for back-up purposes; (3) reverse engineer, decompile or disassemble a Digital Product or the software through which it is delivered; (4) use more copies of a Digital Product, or deploy a Digital Product on more devices or at more sites, than are authorized by these Terms; or (5) sub-license the Digital Products except as permitted by Math Ally.

SECURITY. Customer acknowledges that Digital Products may include security technology to ensure that they may only be used in accordance with the applicable license rights. Customer shall take all reasonable security measures to prevent unauthorized access to the Digital Products. Customer agrees to immediately notify Math Ally of any unauthorized use of any password or account assigned to Customer, or any other breach of security.

THIRD PARTY PRIVACY POLICIES. Please note that in some instances Digital Products are owned and hosted by third parties. In such cases, there may be other specific privacy policies that apply, and you should refer to the applicable third-party privacy policy for such Digital Product(s).

CONNECTED PRODUCTS. The Connected Products consist of the Math Ally program products, professional development services and classroom materials offered by Math Ally through its platform(s), or otherwise delivered to the Customer. Customer is responsible for supplying its own hardware and other equipment that may be required to use or access the Connected Products. Customer understands and agrees that certain content of the Connected Products may be updated or substituted on an ongoing basis in the discretion of Math Ally.

LICENSE. Subject to the General Terms and Terms Applicable to Digital Products, Math Ally hereby grants Customer a limited, non-exclusive, non-sublicensable and non-transferable right to access the Connected Products as identified on the applicable Order Document(s), solely for educational purposes and solely in connection with the Customer's school/district. Any rights not expressly granted by Math Ally in this Agreement are expressly reserved to Math Ally.

EMBEDDED SERVICES. Subject to the General Terms, Math Ally will provide the then-standard embedded professional development services to Customer as Math Ally makes available with the Connected Products Subscription. In addition, Customer may engage Math Ally to provide additional training, coaching or other professional development in association with the Connected Products.

CONSUMABLE PRINT MATERIALS. For a multi-year Subscription Term, Customer shall be permitted to re-allocate the quantities of consumable print materials of a given Product among different grade levels, so long as the total quantity purchased is not exceeded in a given academic year. Subscription quantities not specified for shipment may not be carried over to the following year and may not be refunded or credited.

PURCHASE ORDER. At least thirty (30) days prior to the first date of Services, Customer shall provide Math Ally with a purchase order. If Customer's purchase practice is not to provide a purchase order, Customer agrees that it shall sign a Services Agreement or contract and make prompt payment under the terms set forth herein for all Services delivered to Customer by Math Ally.

LOGISTICS. No less than thirty (30) days before a Services Date, Customer shall provide to Math Ally the following information: shipping address for materials, the address and other pertinent details of Services delivery sites, and the number of participants for each day of Services to be delivered.

SCHEDULING, RESCHEDULING AND CANCELLATION. The scheduling of Services to be delivered on specified dates ("Services Dates") shall be outlined in the purchase order or agreement. Services to be delivered on dates to be determined ("TBD Dates") must be delivered within twelve (12) months of Math Ally's receipt of the purchase order or other agreement. Fees paid for any TBD Dates not consumed within twelve (12) months will be forfeited by the Customer.

DATE CHANGES/RESCHEDULING. Services Dates, once scheduled, may be changed only upon the mutual agreement of Math Ally and the Customer. Any change to the Services dates requested by the Customer will result in rescheduling fees, and any change to the type of Services requested may affect the fees that will be charged. Any date change requests must be received by Math Ally from the Customer no less than thirty (30) days prior to the scheduled Services Date.

CANCELLATIONS/DEFAULT. Customer may cancel Services without incurring any cancellation fee prior to the scheduling of a Services Date by providing Math Ally no less than thirty (30) days' written notice. Cancellations received less than thirty (30) days prior to the Services Date shall result in a cancellation fee of 50% of the fees for the cancelled Services. Cancellations received less than seven (7) days in advance shall result in a cancellation fee of 75%. Cancellations received less than 24 hours prior to the Services Date, or if Customer is absent from the scheduled Service ("no-show"), shall result in a cancellation fee of 100% of the fees for the cancelled Services.

PROHIBITION ON REPRODUCTION. No part of the Services or any related materials may be videotaped, audio taped, photographed or in any way copied, excerpted, reproduced or distributed without the prior written consent of Math Ally.

CONSIDERATION. In partial consideration of its participation in the Pilot, Customer agrees to cooperate with Math Ally's efforts to gather data (including but not limited to performance, usage, and other data at the building, grade, teacher and student levels), testimonials and other information relating to the Pilot. Math Ally may meet with the Customer to review success data and other information obtained in connection with the Pilot ("Pilot Materials"). Customer agrees that Math Ally will collect, use and protect pilot data in accordance with the Math Ally Privacy Policy.

PILOT MATERIALS. Pilot Materials shall be provided in limited quantities as specified in the Pilot Proposal and only for the duration of and otherwise within the scope of the Pilot. Participation in the Pilot shall not thereby entitle Customer to participation in future pilots or additional access to Pilot Materials or to other instructional materials.

OWNERSHIP. To the fullest extent permitted by law, where the Customer does not share in the funding of the Pilot, Math Ally retains ownership of all Pilot Materials. Math Ally also retains all right, title and interest in and to any Pilot Materials consisting of software licensed to the Customer for the limited period of the Pilot.

DAMAGE AND/OR LOSS. Customer is responsible for any damage or loss to Math Ally owned Pilot Materials during the Pilot.

TERMINATION. Where Customer has not participated in the funding of the Pilot, Math Ally may terminate the Pilot at any time upon thirty days prior written notice to Customer.

These Math Ally AI Tools Terms ("Terms of Use") apply to the use of the AI Feature provided by Math Ally. The AI Feature is a suite of AI classroom support tools intended for use solely by adults. Use of the AI Feature by anyone under the age of 18 is prohibited.

ACCESS AND USE OF AI FEATURE. Subject to your compliance with these Terms of Use, we grant you a limited, non-exclusive, non-transferable, non-sub-licensable license to access, view, download and use the AI Feature solely for your educational and non-commercial purposes. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Math Ally or its licensors, except for the licenses and rights expressly granted in these Terms of Use.

USE RESTRICTIONS & PROHIBITIONS. You agree not to post or upload any AI User Input or create any AI User Output that: infringes, misappropriates or violates a third party's intellectual property rights or rights of publicity or privacy; violates any applicable law or regulation; is fraudulent, false, misleading or deceptive; is defamatory, obscene, pornographic, vulgar or offensive; promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; or promotes illegal or harmful activities or substances. You will not use the AI Feature for any commercial purpose or the benefit of any third party in any manner not permitted by these Terms of Use. Use of any Student Education Records or any other information protected by law (e.g. FERPA, COPPA, HIPAA) as AI User Input is strictly prohibited.

YOUR AI RESPONSIBILITIES AND SOME RISKS. You will comply with all rules and policies of your school/district relating to the use of AI. You acknowledge that the underlying AI technology may, in some cases, provide incorrect, inaccurate, or otherwise irrelevant information. You are responsible for ensuring that any output or analysis generated by the AI Feature is true, correct, accurate, or otherwise appropriate for your educational or other permitted purposes.

PAYMENT TERMS. The Math Ally AI Tools are provided for free with limited usage, not to exceed 6 uses per day. You may upgrade to unlimited uses for a fee. In the event you choose to use paid aspects of the Math Ally AI Tools, you agree to the pricing, payment, and billing policies applicable to such fees and charges, as posted by Math Ally. All fees are non-refundable and non-transferable except as expressly provided in these Terms of Use. All fees and applicable taxes, if any, are payable in United States dollars.

INTELLECTUAL PROPERTY RIGHTS. The AI Feature is protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Use, Math Ally and its licensors exclusively own all right, title, and interest in and to the AI Feature, including all associated intellectual property rights. As between Math Ally and you, you will remain the sole and exclusive owner of all right, title, and interest in and to all AI User Input and AI User Output, subject only to Math Ally's ownership of its pre-existing intellectual property. Math Ally will not use any AI User Inputs or AI User Outputs to train the AI Feature.

FEEDBACK. We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the AI Feature. You acknowledge and agree that we may use your feedback or suggestions without any obligation to compensate you for them.

"AI User Input" means information, data, materials, text, prompts, images, code, or other content that is input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of you for processing by or through an AI Feature.

"AI User Output" means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI User Input or from use of an AI Feature by or on behalf of you.

"AI Feature" means any feature, functionality, or component that incorporates, uses, depends on, or employs any AI Technology, including but not limited to the Math Ally AI Tools.

"Connected Products" means Physical Products, Digital Products and Services specifically labelled as part of Math Ally's "Connected Teaching System" or Assessment Products and Services.

"Customer" means the legal entity identified on the purchasing or registration materials.

"Customer Materials" means the materials, data and information belonging to a Customer and provided to Math Ally, either directly or by granting Math Ally access to Customer's files/systems, for the purpose of using a Math Ally Product.

"Digital Products" means non-tangible, digital versions of Products, whether licensed on a fixed, perpetual or subscription term.

"Order Documents" means the Math Ally cost proposal or Math Ally quotation and order form.

"Physical Products" means any Product versions that are not Digital Products, including printed books, other printed materials, and the physical media that carry copies of any Digital Product(s) delivered to Customer.

"Pilot" means the paid or unpaid, full or partial access to Products for a specific, limited period of time for evaluation and trial of the Product prior to Customer's decision on whether or not to purchase the Product in full.

"Products" collectively refers to all Math Ally Physical Products, Digital Products, Connected Products, Pilots, and Services.

"Services" means professional development services delivered personally to the Customer either virtually or in person on site as specified in the purchase order or other ordering documents.

"Student Education Record" means personally identifiable information of Customer's students as defined by FERPA and any applicable state law.

"Subscription Term" means the term of the Customer's subscription to a Digital Product or a Connected Product.