This Instructure Evidence Product Supplement applies to and governs Instructure’s Service identified on the Order Form as Instructure Evidence. To the extent applicable, Instructure will provide Customer with those Instructure Evidence services set forth in the Order Form (collectively the “Evidence Deliverables”). Instructure shall use commercially reasonable efforts to complete the Evidence Deliverables within the Services period as noted in the Order Form. . Upon expiration of the Evidence Deliverables, Instructure shall have no further obligation to provide any Evidence Deliverables.
- Evidence Deliverables include research studies for the purpose of evaluating Customer products in relation to the Every Student Succeeds Act (“ESSA and/or Research Certification badge”) and/or Research Certifications (each a “Research Study”). Instructure is not responsible for the Results of such Research Studies and Instructure does not warrant that the Results will meet or exceed a specified ESSA and/or Research Certification badge tier.
- Unless otherwise explicitly stated in this Agreement or the Order Form, Customer acknowledges and agrees that Instructure is not responsible for the recruitment of school districts or local education agencies on behalf of the Customer for the purposes of Research Studies. Where Instructure agrees to assist with recruitment efforts, such assistance shall be limited to a commercially reasonable number of good-faith outreach attempts as determined by Instructure, and Instructure shall have no obligation to continue recruitment efforts beyond such attempts or to guarantee the participation of any school district or local education agency.
- Customer acknowledges and agrees that all rights in and to the Evidence Deliverables, and the results, conclusions, analyses, reports and insights generated by Instructure (the “Results”), are the sole property of Instructure, and are made available to Customer solely for Customer’s use and solely as permitted by the terms of this Agreement. Customer shall not at any time do or omit, or suffer to be done or omitted, any act or thing which may impair Instructure’s rights in and to the Evidence Deliverables or the Results.
- Instructure may also grant Customer the right to use one or more certification statements or logos provided by Instructure to indicate that Instructure has assessed Customer’s product and confirmed that the product meets certain qualities and standards as determined by Instructure (each an “ESSA and/or Research Certification Badge”). In the event Customer elects to use the ESSA and/or Research Certification Badge in connection with the marketing, sale, promotion or distribution of its product, Customer shall conspicuously place the ESSA and/or Research Certification Badge on the LearnPlatform listing that features and describes the product. The use of the ESSA and/or Research Certification Badge shall at all times be subject to the quality standards and requirements of Instructure. Customer shall at all times use the Evidence Deliverables and ESSA and/or Research Certification Badge in a manner that is not false, misleading or injurious to the goodwill or reputation of Customer or Instructure. Customer shall (i) refrain from making any representations or claims about the Results or ESSA and/or Research Certification Badge that are outside the scope of the Results and the applicable Evidence Deliverables; (ii) ensure that any and all distributors, dealers, resellers, and retailers of Customer’s products adhere to these same requirements; and (iii) shall not misrepresent or alter the ESSA and/or Research Certification Badge. If Customer materially modifies a product that was the subject of a Research Study after certification, the associated ESSA and/or Research Certification badge and Results shall be automatically suspended until the product is re-validated by Instructure. Instructure shall have sole discretion in determining whether a modification constitutes a material modification for purposes of this provision. In the event Customer breaches this provision, Instructure may terminate Customer’s right and license to use the Evidence Deliverables and/or ESSA and/or Research Certification badge Badge upon written notice.
- Any and all rights granted by Instructure herein related to Customer’s use of the Evidence Deliverables shall terminate upon the expiration or termination of the applicable Order Form. Notwithstanding the foregoing, Customer may use ESSA and/or Research Certification badge Badges after such expiration or termination solely to the extent that such use remains in strict compliance with the terms of this Instructure Evidence Product Supplement.
- Customer agrees to provide, and to ensure its participating school districts or local education agencies provide, data that is complete, accurate, linkable, and of a sufficient sample size as reasonably determined by Instructure. The parties agree that Instructure’s performance and delivery timelines for Research Studies and Evidence Deliverables are contingent upon receipt of such data, and Instructure’s obligations shall be extended or suspended accordingly in the event of data delays or deficiencies. Instructure assumes no responsibility for whether Customer data is accessible or appropriate for ESSA and/or Research Certification validation. If, following good-faith efforts, Instructure determines a Research Study is unfeasible due to inadequate participation, unavailable data, or factors beyond its reasonable control, Instructure may declare the study infeasible via written notice. Customer agrees that any failure to complete a study or deliver evidence stemming from data issues or an infeasibility determination under this Section will not be deemed a breach by Instructure.