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 Benchmark Assessment products identified on the Order Form (each, a “Benchmark Assessment” and together, the “Benchmark Assessments”). 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.
- Service. Subject to the terms of this Agreement, Instructure grants to Customer a license to access and use the Benchmark Assessment product offerings set forth on the Order Form for the term specified on the Order Form (the “License”).
- Customer Benchmark Assessments Restrictions. Benchmark Assessments delivered via paper/pencil format or online through any delivery platform cannot be shared, duplicated, or reproduced in part or in whole without written permission of Instructure. Use of Benchmark Assessments is limited to students registered within the Customer’s schools/districts during the academic year in which the Benchmark Assessments are initially delivered for the sole purpose of delivering formative assessments to those students. Customer’s right to access and use Benchmark Assessments in paper or electronic format shall be limited to use in Customer’s classrooms and shall be limited to review and instructional purposes for those registered students within such classroom in the academic year of assessment delivery. The Customer does NOT have any right to reproduce the tests in whole nor to dissect and reproduce any questions from the Benchmark Assessments individually; distribute copies of the assessments in whole or any individual questions from the assessment; prepare derivative works of the assessments or the questions individually; import or otherwise load the assessments in whole or any of the questions individually to any internal or external item bank or question data warehouse; upload any assessments in whole or questions individually to any platform partner “community boards”; or publicly display the assessments or questions outside Customer’s classrooms.
- No Ownership/Intellectual Property. Customer acknowledges that it has no ownership claims in the Benchmark Assessments, the questions contained therein, and all rights related thereto. The Customer acknowledges that Instructure retains all rights under copyright and all other intellectual property rights in and to the Benchmark Assessments in whole and all individual questions on the assessment, as well as all revisions, modifications, translations, or other adaptations or transformations thereof. Nothing the Agreement shall give Customer any right, title, or interest in Benchmark Assessments or the questions it contains other than the rights specifically granted above