This Addendum modifies the Master Terms and Conditions governing the provision of products and services by Instructure to Customer and together with the Master Terms and Conditions governs the license of one or multiple of Instructure’s Academic Benchmark products identified on the Order Form, which may include (i) access to Instructure’s proprietary data repository of Curriculum Standards (as defined below), the related Global Unique Identifiers (as defined below), and any metadata related to the Curriculum Standards or the Global Unique Identifiers (collectively, the “AB Content”), and/or (ii) access to Instructure’s software as a service offerings used for access to the AB Content (the “Content Management Systems”). This addendum is incorporated into the Order Form and the Master Terms and Conditions and together, along with any other addendums identified on the Order Form, form the “Agreement.” Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Master Terms and Conditions.
1. Service. Subject to the terms of this Agreement, Instructure grants to Customer a license to access and use the Academic Benchmark product offerings set forth on the Order Form for the term specified on the Order Form (the “License”). Notwithstanding anything contained in Section 2 of the Master Terms and Conditions to the contrary, Customer may provide access to and permit use of the Curriculum Standards and/or Content Management Systems to its clients for use solely in conjunction with such client’s use of Customer’s products. In the event Customer’s client has purchased a license to use Global Unique Identifiers from Instructure, Customer may also provide access to and permit use of the Global Unique Identifiers to such client. For the avoidance of doubt, Customer shall be prohibited from providing access to, permitting use of, or otherwise sharing any Global Unique Identifier with any client or other third party unless such client or other third party has purchased a current license to use such Global Unique Identifiers from Instructure.
2. Customer Academic Benchmark Restrictions. Customer shall (and shall require its clients to) (i) keep all non-public information comprising the AB Content and/or Content Management Systems confidential, (ii) not reproduce, copy, distribute, sublicense, lease, rent, loan or otherwise transfer to any third party (except as permitted by this Agreement) the AB Content or Content Management Systems or any of the Customer’s rights to the AB Content or Content Management Systems (including by way of creating Internet “links” or “framing” or “mirroring” any web-based AB Content or Content Management Systems).
3. No Ownership/Intellectual Property. Customer acknowledges that it has no ownership claims in the AB Content or the Content Management Systems (collectively, the “AB Intellectual Property”). Customer acknowledges that Instructure retains all rights under copyright and all other intellectual property rights in and to the AB Intellectual Property, as well as all revisions, modifications, translations, or other adaptations or transformations thereof. Nothing in this Agreement shall give Customer any right, title, or interest in AB Intellectual Property other than the rights specifically granted above.
4. Definitions:
4.1 “Curriculum Standards” means the compilation, capturing, and structuring of, and the taxonomies created by Instructure based on, the standards adopted by a state or other third party, which have been made available for use to the general public by such state or third party which define what a student must know, be able to do, or be proficient at, with respect to various subject areas or skill sets.
4.2 “Global Unique Identifiers” means the 36-character identification numbers that are assigned to Curriculum Standards or any metadata related thereto.