Terms of Use

PROMETHEAN PRODUCT TERMS OF USE

Welcome! Below you will find Promethean’s Product Terms of Use. The Promethean Product Terms Of Use includes, among other things:

The General Product Terms of Use that govern your use of any Promethean Product (as defined below)
Product Specific Terms of Use (some of which may or may not be applicable to you depending on the Product you are using)

Explain Everything Product Terms of Use
One.Promethean Terms of Use

I. General Product Terms of Use Agreement

This Promethean Product Terms of Use Agreement is a legal agreement between the Customer and Promethean (as defined herein) (each a “party”) and constitutes your acceptance of these Promethean Product Terms of Use including the General Product Terms of Use and the Product Specific Terms of Use for the Promethean Products referenced herein (collectively the “Product Specific Terms of Use”) outlined herein, and any additional terms presented in conjunction with an order for Products which may appear on an e-commerce platform, a Promethean quote, purchase order and/or invoice (collectively the “Agreement”). These Terms are effective upon acceptance by the Customer, applies to any order under this Agreement. The Products are offered subject to acceptance without modification of the terms set forth in this Agreement.

Acknowledge the Agreement. You acknowledge and agree that you have read, understand, and agree to be bound by the terms of this Agreement by (a) clicking or tapping on a button indicating your acceptance (usually during the account set up and registration or onboarding process), (b) accessing or using a Product, or (c) executing or making payment based on an ordering document or quote, statement of work, or invoice (each, an “Order”) that references these Terms or this Agreement.

Authority. Your acceptance of these Terms and the Promethean Product Privacy Policy, incorporated herein by reference, shall be deemed conclusive evidence of your legal authority to do so. If you are accepting this Agreement on behalf of an organization (such as a school, school district, or corporation), (a) "you" and "your" will refer to your individual capacity as the representative of the entity and any individual accessing the Products or Sites will be referred to as a "User"; (b) you represent and warrant that you have the authority to bind the organization; and (c) you understand and agree that the organization is bound by and responsible for ensuring that each of its Users comply with these Terms of Use and the Privacy Policy. If you do not have such authority, or you do not agree to these Terms, neither you nor the employees or representatives of that entity may Use a Product or any component of a Product. If you are accepting this Agreement on behalf on an entity, you are solely responsible for ensuring that these Terms are understood and complied with by the entity which you represent.

Prohibited Users. Use or access to Products and/or Sites by you or your Users (if you represent a multi-user plan may be prohibited by law, including the country in which you are a resident or from which you use or access the Products or Sites. In the event of any such prohibition, Promethean shall not be liable for any improper use or access to Products and/or Sites by you or your Users. If you represent a multi-user plan, you shall also ensure that: (a) your Users do not use the Products in violation of any export restriction, embargo, or sanction by the United States; and (b) you do not provide access to the Products to persons or entities on any sanctions or restricted list issued by the United States and/or the United Kingdom.

Age Requirement for Users. If you are under 18 years old (“Underage”), you may not create an account or use the Products, unless it is allowed under the Product Specific Terms of Use applicable to a Product. If Promethean becomes aware that an Underage user is using a Product for any purpose other than an educational purpose as allowed under the Product Specific Terms of Use applicable to a particular product, or where the adult or school customer does not have the right, authority, or legal basis to authorize the Underage user to use the Promethean Product, Promethean may, in its sole discretion, immediately terminate the Underage user’s account and delete all data associated with the account.

Definitions. Capitalized terms have the meanings given under “Definitions.”

A. “Administrator Data” means the information provided to Promethean or its Affiliates by a Customer designated administrator during sign-up, account creation, purchase, or administration of the Products.

B. “Affiliate” means any legal entity that controls, is controlled by, or is under common control with a
party.

C. “Control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.

D. “Confidential Information” is defined in the “Confidentiality” section.

E. “Customer” means the entity identified as such on the account associated with this Agreement.

F. “Customer Data” means all data, including all text, sound, video or image files, and software, that are provided to Promethean or its Affiliates by, or on behalf of, Customer and its Affiliates through use of the Online Products.

G. “Documentation” means the Promethean created user or technical manuals, training materials, specifications, or other documentation applicable to the Customer and/or End User.

H. “Fix” or “Fixes” means Product fixes, modifications or enhancements, or their derivatives, that Promethean either releases generally (such as Product service packs) or provides to Customer to address a specific issue.

I. “Non-Promethean Product” means any third party-branded software, data, service, website, or product, unless incorporated by Promethean in a Product.

J. “Online Services” means Promethean-managed services to which Customer subscribes under this Agreement.

K. “Personal Information” means any information relating to an identified or identifiable natural person.

L. “Process or Processing” means any operation which is performed with respect to Personal Information such as collection, recording, organization, structuring, storage, adaptation or any kind of disclosure or other use.

M. “Product” means any of the Software and Online Services that Promethean offers under this Agreement, including previews, prerelease versions, updates, patches, and Fixes from Promethean. Product availability may vary by region. “Product” does not include Non-Promethean Products.

N. “Promethean” means the following: for Customers and Users located in the U.S. – Promethean Inc.; for Customers and Users located in all other countries – Promethean Limited.

O. “Publisher” means a provider of a Non-Promethean Product.

P. “Representatives” means a party’s employees, Affiliates, contractors, third-party service providers, advisors, and consultants.

Q. “Reseller” means a company or entity that Promethean has authorized to distribute Products to Customer.

R. “Sites” means the web domains located at www.explaineverything.com and www.one.prometheanworld.com.

S. “Sensitive Personal Information” means the following categories of Personal Information: social security numbers or other government identifiers, dates of birth, race or ethnic origin, political opinions, membership of political associations, physical or mental health or condition, health related personal data, membership in a government program, religious beliefs or other beliefs of a similar nature, philosophical beliefs, membership in a professional or trade association or union, sexual orientation, practices or gender identity, criminal record, genetic information, biometric information, and other information as determined by applicable law from time to time.

T. “Software” means licensed copies of Promethean software identified in the Product specific Terms of Use as described herein. Software does not include Online Services, but Software may be part of an Online Service.

U. “Student Data” means Personal Information that is directly related to an identifiable current or former student that is maintained by a school, school district, or related entity or organization, or by us at the direction or request of a school, school district, or related entity or organization. To the extent U.S. Law applies, Student Data may constitute "educational records" as defined by FERPA.

V. “Subscription” means a license for Customer to use or access a Product during a defined period.

W. “Use, Using or Used” means to, directly or indirectly, copy, download, load, install, execute, run, access, employ, utilize, store, display, or otherwise interact with a Product.

X. “User” means any person (including Students where permitted by the terms of this Agreement) that Customer permits to use a Product or access Customer Data and in the case of a School, shall include all employees (including, without limitation, administrators, IT directors, teachers, instructors, trainers, etc. acting as a representative of the school, the school board, or the school district, etc.), contractors or consultants.

II. General Product Terms

A. License to use Promethean Products

1. Licenses for Products. Products are licensed either via a free version or via a paid subscription. Upon Promethean’s acceptance of each subscription and subject to Customer’s compliance with this Agreement, Promethean grants Customer a nonexclusive and limited license to use the Products ordered as provided in this Agreement. Licenses granted hereunder are solely for Customer’s own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law.

2. Duration of licenses. Products and some Software are licensed on a subscription basis for a specified time period as indicated on the e-commerce portal, a quote, invoice or other such order documentation. Subscriptions shall renew automatically until canceled.

3. Users. Customer will control access to, and use of, the Products by Users and Customer is responsible for any use of the Products by any User authorized by Customer that does not comply with this Agreement. Where allowed by law, Customer controls Customer Data and Promethean acts as a processor of Customer Data on behalf of the Customer.

4. Affiliates. Customer may order Products for use by its Affiliates. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against Promethean. Customer will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement.

5. Reservation of Rights. Promethean reserves all rights not expressly granted in this Agreement. Products are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use a Product on a device do not give Customer any right to implement Promethean patents or other Promethean intellectual property in the device itself or in any other software or devices.

6. Restrictions on Use of a Product. Except as expressly permitted in this Agreement or Documentation, Customer must not (and is not licensed to) use a Product:

a. to breach or violate any applicable local, national or international law or regulation;

b. in a manner that in any way is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

c. in a manner that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;

d. to submit information that is false, misleading, untruthful or inaccurate;

e. in a manner that is threatening, vulgar, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane, or otherwise objectionable;

f. to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam);

g. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

h. to reverse engineer, decompile, or disassemble any Product, or attempt to do so (except where applicable law permits despite this limitation);

i. to install or use non-Promethean software or technology in any way that would subject Promethean’s Intellectual Property or technology to any other license terms;

j. to interfere or attempt to interfere with the proper working of a Product or any activities conducted on a Product;

k. to work around any technical limitations in a Product or restrictions in Documentation;

l. to take any action that imposes or may impose (as determined by Promethean in its sole discretion) an unreasonable or disproportionately large load on Promethean’s (or its third-party providers’) infrastructure;

m. impersonates any person or entity, including any employee or representative of Promethean; or

n. to distribute, sublicense, rent, lease, or lend any Products, in whole or in part, or use them to offer services to a third party (accept as outlined herein or as agreed in writing by Promethean).

B. Non-Promethean Products

Non-Promethean Products, if applicable, are provided under separate terms of use provided by the applicable Publisher. It is Customer’s responsibility to review the applicable terms of use and privacy policy applicable to any non-Promethean product prior to ordering, accepting, or using such non-Promethean Product. Any exchange of data between you and the Publisher, is solely between you and the Publisher. Promethean does not warrant or support Non-Promethean Products and assumes no responsibility or liability whatsoever for Non-Promethean Products. If you install or enable Non-Promethean Products for use with Promethean Products, you acknowledge and agree that we may allow Publishers to access your data as required for the interoperation of Promethean and Non-Promethean Products. Promethean may provide Customer’s contact information and transaction details to the Publisher. Customer is solely responsible and liable for its use of any Non-Promethean Product.

C. Verifying compliance

1. Verification process. Customer must keep records relating to its use or distribution of the Products. At Promethean’s expense, Promethean may verify Customer’s and its Affiliates’ compliance with this Agreement at any time upon 30 days’ notice. Promethean may engage an independent auditor under nondisclosure obligations to perform the verification. Customer must promptly provide any information and documents that Promethean or the auditor reasonably requests related to the verification and visual access to systems running the Products. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance.

2. Remedies for non-compliance. If verification reveals any unlicensed use, Customer must, within 30 days, order sufficient licenses to cover the period of its unlicensed use. Without limiting Promethean’s other remedies, if unlicensed use is 5% or more of Customer’s total use of all Products, Customer must reimburse Promethean for its costs incurred in verification and acquire sufficient licenses to cover its unlicensed use at 125% of the then-current Customer price or the maximum allowed under applicable law, if less.

D. Data Protection and Processing

WE DO NOT COLLECT SENSITIVE PERSONAL INFORMATION FROM ANY OF OUR CUSTOMERS OR END USERS. Please do not voluntarily provide sensitive personal information in or to a Product or any component of a Product. To the extent Promethean collects any Personal Information about the User while providing a Product, it will do so only as outlined in this Agreement and in the Promethean Product Privacy Policy and in accordance with applicable law.

Promethean and its Affiliates, and their respective agents and subcontractors, will process Customer Data and Personal Information as provided in this Agreement. By using a Product, you agree and consent to Promethean and its Affiliates processing the Customer Data including and Personal Information as set forth herein. In general, the following categories of Personal Information may be collected by a Product:

Personal identifiers (e.g., user id, password, first name, last name, email address, unique avatar, system assigned id number, etc.);
Technical information (some of which may be considered Personal Information under the law in the country in which you reside) about your use of a Product, your computer system (including IP and mac address), application software, and peripherals (collectively “telemetry data"), that is gathered periodically to improve your experience with a Product, to improve a Product, to facilitate the provision of software updates, Product support, and other services to you (if any) related to a Product, and to verify compliance with the terms of this Agreement.
Use of Customer Data. By submitting or providing us access to your Personal Information, you agree that Promethean may use your Personal Information solely (i) to provide Products, (ii) to improve or develop our Products, (iii) to enforce our rights under this Agreement, (iv) for other lawful purposes; or (v) otherwise as permitted with your consent.
Use of Anonymized Customer Data. You agree that we may collect and, both during and after the term of our Agreement, use anonymized data derived from Customer Data for our own purposes, provided that such data will be de-identified and/or aggregated to avoid identification of a specific User or individual.
Promethean’s Third-Party Service Providers. You acknowledge and agree that Promethean may provide access to User Personal Information to our employees, Affiliates, and to certain third-party service providers, which have a legitimate need to access such information to provide their services to us and to enable Promethean to deliver a Product to you. We and our employees, Affiliates, service providers, or agents involved in the handling, transmittal, and processing of user Personal Information will maintain the confidentiality of such data. You also acknowledge that, subject to this Agreement and the Promethean Product Privacy Policy, and to the extent permitted by law, Personal Information may be accessed and processed by our Affiliates’ or our third-party service providers’ personnel in foreign countries, including countries other than the jurisdiction from which the Personal Information was collected, and you hereby authorize such access and consent to such Processing. When third-parties Process information on our behalf, it is done so based upon our instructions and directions and solely to provide the Product and in accordance with applicable law.
Data Retention and Deletion Requests. Promethean will promptly delete or de-identify Customer Data upon request or instruction by the Customer. Please contact us at privacy@prometheanworld.com to request account deletion. We will retain, delete, or de-identify user data in accordance with our Promethean Product Privacy Policy.
Data Localization. You acknowledge and agree that Promethean may store and process Personal Information in various data centers around the world, including in the U.S., and that your Personal Information may not be stored or processed only within the country in which it was collected unless and except to the extent required by law. Customer warrants and agrees that you have obtained all necessary consents from your Users for Promethean to process such Personal Information in the U.S. and elsewhere in the world. See the Promethean Product Privacy Policy for more information about where your data resides.

E. Confidentiality

1. Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer Data, the terms of this Agreement, and Customer’s account authentication credentials. Confidential Information does not include information that (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products, or services.

2. Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis (e.g., for the provision of services) under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

3. Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.

4. Residual information. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives’ unaided memories in the development or deployment of the parties’ respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly.

5. Duration of Confidentiality obligation. These obligations apply: (1) for Customer Data, until it is deleted from the Product; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information or until it is no longer considered Confidential Information.

F. Links to Third Party Websites, Applications, Resources and Services

1. A Product may contain links or connections to third-party applications, websites or services that are not owned, operated, or controlled by Promethean. When you access third-party applications, websites or use third-party services, you accept that there are risks in doing so, and that Promethean is not responsible for such risks. Be sure to read the terms of service and privacy policy of each third-party application, website, or service that you visit or utilize. By using a Product, you release and hold Promethean, its officers, employees, agents, and successors harmless from all liability arising from your use of any third-party applications, websites, or services.

2. Your interactions with organizations and/or individuals found on or through a Product, including but not limited to, payment for Products through third-party payment processors and the delivery of Non-Promethean Products by Publishers, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Promethean shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings including any loss or damage arising from their use of your Personal Information.

G. Limited Warranty, Disclaimers and Limitation of Liability

1. The Products are, each individually and collectively, provided on an "as is" and "as available" basis (unless otherwise expressly provided in this Agreement). To the fullest extent permitted by applicable law, we expressly disclaim all warranties, representations, conditions, and other terms of any kind, whether express or implied, including, but not limited to any implied warranties, representations, conditions or other terms of merchantability, satisfactory quality, fitness for a particular purpose, or as to non-infringement of any intellectual property right.

2. We make no warranty or representation that the Products individually or collectively, (i) will meet your requirements, (ii) will be uninterrupted, secure, or error-free, (iii) will produce or generate results that will be accurate or reliable, (iv) include any products, services, information, or other material that will meet your expectations, or (v) will be updated to correct any errors that may be included or discovered.

3. You acknowledge and accept that any material downloaded or otherwise obtained by a Product is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

4. Subject to Section G(5), there is no legal theory (including, without limitation, tort (including negligence), contract, strict liability, or otherwise even if we have been advised of the possibility of such loss or damage) under which Promethean, its officers, directors, employees, or agents will be liable to you or to any other person for:

a. loss of profits;

b. loss of goodwill;

c. loss of data;

d. work stoppage;

e. accuracy of results;

f. computer failure or malfunction; or

g. any direct, indirect, incidental, special, punitive, consequential, or exemplary loss or damage, arising out of or in relation to (!) these terms and conditions, (2) your use (or inability to use) a product, (3) any errors, mistakes, or inaccuracies of content, (4) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the products, (5) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (6) any interruption or cessation of transmission to or from our products, (7) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through our products by any third party, (8) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the products, and/or (9) content, user submissions or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you, whether based on warranty, contract, tort, or any other legal theory, and whether or not Promethean is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

5. Nothing in this Agreement shall limit or exclude our liability:

a. for death or personal injury caused by our negligence;

b. for fraud or fraudulent misrepresentation; or

c. for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability in any jurisdiction.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF PROMETHEAN AND ITS AFFILIATES, FOR ANY CLAIM UNDER THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID TO USE THE PRODUCT IN THE PRIOR TWELVE (12) MONTHS FROM THE DATE THE CLAIM ARISES.

H. Defense of third-party claims

The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in aiding the defending party. This section describes the parties’ sole remedies and entire liability for such claims.

1. By Promethean. Promethean will defend Customer against any third-party claim to the extent it alleges that a Product made available by Promethean for a fee and used within the scope of the license granted under this Agreement (unmodified from the form provided by Promethean and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party. If Promethean is unable to resolve a claim of misappropriation or infringement, it may, at its option, either (1) modify or replace the Product with a functional equivalent or (2) terminate Customer’s license and refund any license fees, including amounts paid in advance for unused consumption for any usage period after the termination date. Promethean will not be liable for any claims or damages due to Customer’s continued use of a Product after being notified to stop due to a third-party claim.

2. By Customer. To the extent permitted by applicable law, Customer will defend Promethean, its Affiliates, officers, and employees against any third-party claim arising out of: (1) your violation of this Agreement, (2) any Customer Data or Non-Promethean Product hosted in a Product by Promethean on Customer’s behalf that misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (3) Customer’s use of any Product, alone or in combination with anything else, that violates the law or harms a third party.

I. Pricing and payment

Creating an account and subscribing for some Products is free. However, charges or fees may apply for subscriptions to other Products. Fees for Products shall be presented for review and acceptance prior to any charges being incurred. Promethean reserves the right to change its price list for Products at any time. Notification of any such pricing changes shall be communicated by email or posting the changes on a Product or Site. Promethean may choose to temporarily change the fees for our Products for promotional events or new features or services, and such changes are effective when we post the temporary promotional event or new Product on the Sites. Pricing and payment terms related to orders placed by Customer are set by Promethean, and Customer will pay the amount due as described in the applicable order or subscription documentation.

1. Payment method. Customer’s purchasing directly from Promethean must provide a payment method or, if eligible, choose to be invoiced for purchases made on the Customer’s account. By providing Promethean with a payment method, Customer (1) consents to Promethean’s use of account information regarding the selected payment method provided by the issuing bank or applicable payment network; (2) represents that it is authorized to use that payment method and that any payment information provided is true and accurate; and (3) authorizes Promethean to charge Customer using that payment method for orders under this Agreement. Payments made directly on the Sites are processed through a third-party processor and Promethean does not collect or store Customer payment information processed through the third-party payment processor. All payments are subject to the payment processor’s terms of use and privacy policy.

2. Invoices. Promethean may invoice eligible Customers. Customer’s ability to elect payment by invoice is subject to Promethean’s approval of Customer’s financial condition and determination, in Promethean’s sole discretion, that Customer is eligible to pay for Promethean Products by invoice. Customer authorizes Promethean to obtain information about Customer’s financial condition, which may include credit reports, to assess Customer’s eligibility for invoicing. Unless the Customer’s financial statements are publicly available, Customer may be required to provide its balance sheet, profit and loss and cash flow statements to Promethean. Customer may be required to provide security in a form acceptable to Promethean to be eligible for invoicing. Promethean may withdraw Customer’s eligibility at any time and for any reason. Customer must promptly notify Promethean of any changes in its company name or location and of any significant changes in the ownership, structure, or operational activities of the organization.

3. Invoice Payment terms. Each invoice will identify the amounts payable by Customer to Promethean for the period corresponding to the invoice. Unless otherwise agreed in writing by Promethean, Customer will pay all amounts due within thirty (30) calendar days following the invoice date.

4. Late Payment. Promethean may, at its option, assess a late fee on any payments to Promethean that are more than fifteen (15) calendar days past due at a rate of up to two percent (2%) of the total amount payable, calculated and payable monthly, or the highest amount allowed by law, if less.

5. Cancellation Fee. If a Subscription permits early termination and Customer cancels the Subscription before the end of the Subscription or billing period, Customer may be charged a cancelation fee. More details about cancelation may be found in the Product Specific Terms of Use, if applicable. If a Subscription is non-cancellable, the cancellation of the Subscription will not result in a refund and the Subscription cancellation date will be effective as of the last day of the current Subscription term.

6. Recurring Payments. For Subscriptions that renew automatically, Customer authorizes Promethean to charge Customer’s payment method periodically for each Subscription or billing period until the subscription is terminated. By authorizing recurring payments, Customer authorizes Promethean, through itself or its third-party payment processor, to store Customer’s payment details and process such payments as either electronic debits or fund transfers, or as electronic drafts from the designated bank account (in the case of automated clearing house or similar debits), as charges to the designated card account (in the case of credit card or similar payments) (collectively, “Electronic Payments”). If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Promethean or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee to the maximum extent permitted by applicable law, to process any such fees as an Electronic Payment or to invoice Customer for the amount due, and to suspend the Customer’s account and deny access to the account until payment is made in full, including any applicable fees.

7. Taxes. Promethean’s prices exclude applicable taxes unless identified as tax inclusive. If any amounts are to be paid to Promethean, Customer will also pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges, or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this Agreement and that Promethean is permitted to collect from Customer. Customer will be responsible for any applicable stamp taxes and for all other taxes that it is legally obligated to pay including any taxes that arise on the distribution or provision of Products by Customer to its Affiliates. Promethean will be responsible for all taxes based upon its net income, gross receipts taxes imposed in lieu of taxes on income or profits, and taxes on its property ownership.

If any taxes are required to be withheld on payments invoiced by Promethean, Customer may deduct such taxes from the amount owed and pay them to the appropriate taxing authority, but only if Customer promptly provides Promethean an official receipt for those withholdings and other documents reasonably requested to allow Promethean to claim a foreign tax credit or refund. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law.

J. Modification and Discontinuation of the Products

Promethean will not materially decrease the overall functionality of the Products but reserves the right to change, suspend or discontinue, temporarily or permanently a Product (including, without limitation, the availability of any feature, database, or content) at any time. You agree that Promethean shall not be liable to you or to any third party for any such modification or discontinuance of a Product. You acknowledge and accept that Promethean does not guarantee continuous, uninterrupted, or secure access and operation of our Products and our Products may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

K. Subscription Term, Subscription Termination and Refunds

1. Term. Your Subscription is effective until terminated by a party, as described below.

2. Termination without cause. Subject to Section K 6., either party may terminate the Customer’s Subscription without cause with at least 60 days’ notice prior to the end of the current Subscription term. When the Customer terminates their Subscription, licenses granted on a Subscription basis and access to Products will continue for the remainder of the then-current Subscription term, subject to the terms of this Agreement. Once the current Subscription term ends, all licenses granted under the Subscription will terminate in addition to this Agreement. If you wish to terminate your Account, you may do so through the applicable Sites or mobile applications. Any termination of your account or your Subscription will not result in a refund of Subscription fees paid for the unused portion of the term unless the Subscription is terminated by Promethean without cause.

3. Termination for cause. Without limiting other remedies, you may have, either party may terminate your subscription on 30 days’ notice for material breach if the other party fails to cure the breach within the 30-day notice period. Upon such termination, the following will apply:

i. All licenses granted under the Subscription will terminate immediately.

ii. All amounts due under any unpaid invoices shall become due and payable immediately.

iii. If Promethean is in breach, Customer will receive a refund for any Subscription fees, including amounts paid in advance for unused period of the Subscription after the termination date.

4. Suspension. During any period of material breach by Customer (e.g., non-payment, breach of these Terms of Use), Promethean may terminate the subscription or suspend a Subscription without terminating the Subscription. Promethean will give Customer 30 days’ notice before such suspension unless Promethean’s charge against Customer’s payment method is declined or Promethean reasonably believes immediate suspension is required to prevent unauthorized access to Customer Data or to ensure the ongoing confidentiality, integrity, availability, or resilience of Promethean’s Products.

5. Termination to comply with laws. Promethean may modify or discontinue offering a Product and/or terminate a Subscription for that Product in any country or jurisdiction where there is any current or future government requirement or obligation that (1) subjects Promethean to any regulation or requirement that would prevent Promethean from continuing to offer a Product in the country or jurisdiction; (2) presents a hardship for Promethean to continue offering the Product without modification; or (3) causes Promethean to believe this Agreement or the Product offering may conflict with any such requirement or obligation. If Promethean terminates a Subscription under this provision, Customer will receive, as its sole remedy, a pro-rated refund for any amount paid in advance for any period of the Subscription Term remaining after such termination. Customer will pay for all Products provided or used before termination.

6. Refunds. You can easily cancel your Subscription pursuant to this Section II (K). There are no cancellation fees, however, no refunds are provided unless provided for in this section. If you terminate your subscription, your subscription will continue until your current Subscription term expires.

L. Copyright disputes

1. If you are a copyright owner or an agent thereof and believe that any content in a Product infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

a. The allegedly infringed copyright owner’s physical or electronic signature, or that of a person authorized to act on behalf of the owner;

b. Identification of the allegedly infringed copyrighted work, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Promethean to locate the material;

d. Information reasonably sufficient to permit Promethean to contact you, such as an address, telephone number, and, if available, an electronic email address;

e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

2. Once a proper bona fide Infringement Notification is received by the Designated Agent: Promethean’s policy is:

a. to remove or disable access to the infringing material;

b. to notify the content provider, member, or user that it has removed or disabled access to the material; and

c. to remove infringing material from repeat offenders and terminate the account of repeat offenders and restrict access of repeat offenders to the Product.

3. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the allegedly infringing material, you may send a counter-notice containing the following information to the Copyright Agent:

a. your physical or electronic signature;

b. Identification of the allegedly infringing material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

c. A statement that you have a good faith belief that the material was removed or disabled because of mistake or a misidentification; and

d. your name, address, telephone number, and, if available, email address, and a statement that you consent to the jurisdiction of the Federal Court for the judicial district in which your address is located, or, if your address is located outside the United States, for the jurisdiction of the federal court in London, the UK, and that you will accept service of process from the person who provided notification of the alleged infringement.

Promethean’s designated Copyright Agent to receive notifications of claimed infringement is legal@prometheanworld.com.

M. Modifications to this Agreement

Promethean may, in its sole discretion, modify or revise the terms of this Agreement. Promethean will attempt to notify you when major changes are made to this document if we have received your consent to receive our communications. Promethean will exercise commercially reasonable business efforts to provide notice to you of any material changes to the terms of this Agreement. Within fourteen (14) business days of posting changes to the terms of this Agreement (or fourteen (14) business days from the date of notice, if such is provided), they will be binding on you. If you do not agree with the changes, you should discontinue using the Products. If you continue using the Products after such fourteen-business-day period, you will be deemed to have accepted the changes to the terms of the Agreement. Customer may not modify the terms of this Agreement. Any additional or conflicting terms contained in a purchase order or otherwise presented by Customer are expressly rejected and will not apply.

N. Miscellaneous

1. Independent contractors. The parties are independent contractors. Customer and Promethean each may develop products independently without using the other’s Confidential Information.

2. Agreement not exclusive. Each of Customer and Promethean are free to enter into agreements to license, use, and promote the products and services of others.

3. Assignment. The terms of this Agreement, and any rights. licenses, and Subscriptions granted hereunder, may not be transferred, or assigned by you, but may be assigned by Promethean without restriction.

4. Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.

5. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

6. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.

7. Survival. All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement.

8. Notices. All notices must be in writing. Notices to Promethean must be sent to the following addresses depending on your location and will be deemed received on the date received at that address:

If you are located in the United States:

Promethean Inc.

Attn: Legal

720 Olive Way

Suite 1500

Seattle, WA 98101

If you are located outside the United States:

Promethean Limited

Promethean House

Lower Philips Rd

Blackburn

Lancashire

UK, BB1 5^TH

Promethean may provide Customer with information and notices electronically, including via email, through the Product portal, or through a web site that Promethean identifies. Notice is given as of the date it is made available by Promethean.

9. Applicable law. If you are a Customer that is a K-12 educational institution located in the United States, this Agreement will be governed by and construed in accordance with the laws in the State in which you are located, otherwise (1) if you are any other Customer located in the United States this agreement will be governed by and construed in accordance with the laws of the State of Delaware, or (2) if you reside outside of the United States, this Agreement will be governed by and construed in accordance with the laws of England and Wales, unless otherwise agreed in writing between the parties.

10. Dispute resolution. When bringing any action arising under this Agreement, the parties agree to the following exclusive venues:

a. If you are a Customer that is a K-12 educational institution located in the United States, the venue will be where Customer has its headquarters.

b. if you are any other Customer located in the United States, the venue will be state or federal courts in Dover, Delaware, USA.

c. If you reside outside the United States, the venue will be London, England, United Kingdom.

d. The parties’ consent to personal jurisdiction in the agreed venues. This choice of venue does not prevent either party from seeking injunctive relief in any jurisdiction with respect to a violation of intellectual property rights or confidentiality obligations.

11. Order of precedence. If there is a conflict between any documents in this Agreement that is not expressly resolved in those documents, their terms will control in the following order, from highest to lowest priority: (1) any Data Processing Agreement executed between Promethean and the Customer governing the processing of any personal data included in the Customer Data; (2) the General Terms of Use; (3) Product Specific Terms of Use; and (4) any additional terms presented by Promethean when an order is placed. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter.

12. Promethean Affiliates and subcontractors. Promethean may perform its obligations under this Agreement through its Affiliates and use subcontractors to provide certain services. Promethean remains responsible for their performance.

13. Government procurement rules. If Customer is a government entity or is otherwise subject to government procurement requirements, Customer represents and warrants that (1) it has complied and will comply with all applicable government procurement laws and regulations; (2) it is authorized to enter into this Agreement; and (3) this Agreement satisfies all applicable procurement requirements.

14. Compliance with Trade Laws. Products may be subject to U.S. and other countries’ export jurisdictions. Each party will comply with all laws and regulations applicable to the import or export of the Products, including, without limitation, trade laws such as the U.S. Export Administration Regulations and International Traffic in Arms Regulations and sanctions regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”) (“Trade Laws”). Customer will not take any action that causes Promethean to violate U.S. or other applicable Trade Laws. Promethean may suspend or terminate this Agreement to the extent that Promethean reasonably believes that performance would cause it to violate Trade Laws or put it at risk of becoming subject to sanctions and penalties under such laws.

III. Product Specific Terms of Use

A. Explain Everything Product Terms of Use

The Explain Everything Product consists of the website located at ExplainEverything.com (the “EE Site”) and the products, mobile applications, portals, databases, software, servers, data feeds, and services to provide the Customer with use of the Explain Everything Product owned and operated by Promethean (collectively with the EE Site, the “EE Service”). The terms of the EE Service (i.e., the free subscription version, the Advanced version, and all other education and business versions, which incorporate herein the General Product Terms of Use and the Explain Everything Product Terms of Use (collectively the “EE Terms of Use”) apply to all Users of the EE Service, including Users who are also contributors of content, work product, presentations, information, or other materials on the EE Service.

BY USING THE EE SITE OR EE SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE EE SITE, YOU AGREE TO BE BOUND BY THE EE TERMS OF USE, AND YOU CONSENT TO THE INFORMATION COLLECTION PRACTICES DISCLOSED IN THE PRIVACY POLICY, WHICH IS INCORPORATED BY REFERENCE INTO THIS AGREEMENT, TO RECEIVE REQUIRED NOTICES, AND TO ENGAGE IN ELECTRONIC OR WRITTEN TRANSACTIONS WITH PROMETHEAN. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE EE TERMS OF USE, THEN YOU MUST IMMEDIATELY DISCONTINUE YOUR USE OF THE EE SERVICE.

1. Use of the EE Site and EE Service by Students

If you are a Customer that is a K-12 educational institution, you may allow students to use the EE Site and Service (“Student User”) by either (1) sharing a session code provided by a teacher using a teacher account, (2) assigning a license to the Student User under the Explain Everything Advanced offering, or (3) in the Class offering by sharing a code with the Student User that allows the student to establish an account.

FOR SCHOOLS LOCATED IN THE UNITED STATES, IN THE EVENT PRODUCT LICENSES ARE ASSIGNED TO STUDENT USERS, YOU ACKNOWLEDGE AND AGREE THAT WE MAY ACCESS AND COLLECT STUDENT DATA IN A VARIETY OF WAYS. IN THE U.S., WE ACCESS, COLLECT AND PROCESS STUDENT DATA AS A SCHOOL OFFICIAL WITH A LEGITIMATE EDUCATIONAL INTEREST PURSUANT TO THE FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT (“FERPA”). YOU AGREE THAT, AS BETWEEN THE PARTIES, THE SCHOOL OR EDUCATIONAL INSTITUTION OWNS AND CONTROLS ALL STUDENT DATA, WHETHER PROVIDED BY THE SCHOOL, SCHOOL ADMINISTRATOR, STUDENT, PARENT/GUARDIAN, OR ANY OTHER THIRD-PARTY. FOR SCHOOLS LOCATED IN THE UK AND EU, THE SCHOOL WILL BE THE CONTROLLER WITH REGARDS TO ANY STUDENT DATA UPLOADED INTO THE PROMETHEAN PRODUCT AND PROMETHEAN WILL BE THE PROCESSOR WITH REGARDS TO ANY SUCH STUDENT DATA.

If you are an individual teacher, school or district using the Explain Everything Advanced or Class offering, you represent and warrant that:

(1) you have the authority to provide Personal Information, including Student Data, to Promethean for the purpose of providing the EE Service,

(2) you have provided appropriate disclosures to Student Users regarding your sharing such Personal Information with Promethean, and

(3) you will (a) when the teacher, school or district assigns a license to a student under the Explain Everything Advance offering, terminate the student’s license and account when the student is no longer associated with the school or (b) when the teacher assigns a license code to a student under the Explain Everything Class offering, terminate a student’s account when the student is no longer associated with the teacher.

Promethean and the school, school district, or teacher each agree to uphold their responsibilities under laws governing Personal Information and Student Data, including in the U.S. the Family Educational Rights and Privacy Act (“FERPA”), the Protection of Pupil Rights Amendment (PPRA), and the Children’s Online Privacy and Protection Act (“COPPA”). We rely on each school or teacher to obtain and provide appropriate consent and disclosures, if necessary, for Promethean to collect any Student Data, as permitted under COPPA. We recommend that you provide a copy of the EE Service Privacy Policy to parents and guardians of Student Users.

If you are located outside the United States, you are required to comply with these Terms of Use and all regulations and laws governing the privacy of children and children’s Personal Information in your territory. You represent and warrant that you are in compliance with all applicable data protection laws governing the protection of Personal Information and the sharing of student education records.

If you are a teacher located in Denmark, Sweden, Norway, or Germany, before using the EE Service, you have to clarify if you have to first obtain permission from the administration of the educational institution employing you. The EE Service stores information in the cloud and not on any devices, however, to the extent that you store any Personal Information about students on your devices, it needs to be stored safely (for example, password-protected backup on separate hard disk) to avoid misuse. Moreover, you have to ensure that Personal Information of students collected, used, or stored within the EE Service by you is duly required for educational purposes (e.g., to teach your courses). In the event of uncertainty, please ask the administration of the educational institution for which you are working. In all matters under this section, you could also contact us at privacy@prometheanworld.com if you need further information.

If we determine that any Personal Information about a student under the age of 18 has been disclosed to or collected by the EE Service without the required consents or authorities, we will take reasonable steps to destroy that information securely and as quickly as possible, and we may suspend or terminate the associated account. If you believe that we have received Personal Information about a Student or Students in violation of this paragraph, please contact us at privacy@prometheanworld.com.

Use of Student Data. By submitting or providing us access to Student Data, you agree that Promethean may use the Student Data solely for the purposes of (i) providing the EE Service, (ii) improving and developing the EE Service, (iii) enforcing our rights under these Terms of Use, and (iv) as permitted with the users, or individual user’s consent. Notwithstanding anything to the contrary, we shall not use Student Data to engage in targeted advertising.

Use of Anonymized Student Data. You agree that we may collect and, both during and after the term of this Agreement, use data derived from Student Data for our own purposes, provided that such data will be de-identified and/or aggregated to avoid identification of a specific Student User or individual.

2. Accounts on the EE Site and EE Service

EE Accounts cannot be shared, only the account holder can use the EE Service. EE Accounts require the User to provide a valid email address and set up a password. The only exception to this requirement is EE Accounts created by a Customer designated administrator that creates group accounts on behalf of the Customer’s Users. All individual accounts can be self-managed. Administrators of group licenses can manage settings of EE Accounts in their group and the email address of the owner of a group license is visible to members of their group. You may never use another’s EE Account without permission. When creating your EE Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your EE Account, and you must keep your EE Account password secure and confidential. You must notify Promethean immediately of any breach of security or unauthorized use of your EE Account. Although Promethean will not be liable for your losses caused by any unauthorized use of your EE Account, you may be liable for the losses of Promethean or others due to such unauthorized use. The information we collect, including information obtained from third parties, may be shared between Promethean and its Affiliates to operate the EE Service. The Privacy Policy explains how we treat your personal data and protect your privacy when using the EE Service. Any such information you provide to Promethean must always be accurate, correct and up to date.

3. Use of Service

Subject to your compliance with the EE Terms of Use, Promethean hereby grants you permission to use the EE Service as set forth in this Agreement, provided that: (i) you will not copy or distribute any part of the EE Service in any medium without Promethean’s prior written authorization (except distributions of User Submissions (as defined herein) to various third party sites as permitted by the EE Service); and (ii) you will not alter or modify any part of the EE Service other than as may be reasonably necessary to use the EE Service for its intended purpose

The EE Service allows you to interact with other Users during collaborative sessions. Promethean provides administrator level controls for content and experience. Session access is fully controlled by the User by allowing the User to invite other Users to join by sharing a link with such other Users, therefore we do not provide abuse or content reporting for sessions generated by a User. Projects and recordings from the session that are shared publicly using our EE Service may be screened by other Users with access to the publicly shared content. Promethean never screens private screencasts, or screencast shared within a group or institution that do not contain a public link. Each group administrator can filter, or block projects shared by members of their group using the administrator control panel.

We endeavor to provide you with the highest quality of our EE services. Our free service is available for everyone after registration/account creation, but it contains some usage and functionality limitations. The free service has been created for an individual user for personal use. Commercial use of the Free Plan is prohibited. Some Explain Everything services can be used for either educational or business use and is intended for groups of Users (i.e., Explain Everything Advanced, etc.). All the details and pricing can be found either on our Explain Everything Pricing webpage, through Promethean or a Promethean Reseller.

In the United States, when the EE Service is being used by a teacher, school, or school district or any student associated with any teacher, school or school district, Promethean is acting in the capacity of a school official under the Family Educational Right to Privacy Act (FERPA). If and to the extent any data is entered into the EE Service by a student, teacher, school or school district that constitutes a student’s education record, such data shall only be used by Promethean to provide the EE Service to perform a school service or function and, at all times, such data will remain under the direct control of the applicable school or school district. With regards to student Personal Information entered into the EE Service, the applicable teacher, school or school district represents and warrants to Promethean that the teacher, school or school districts consent to Promethean’s use of the student’s personal data for the limited purpose of providing the EE Service to perform a school service or function subject to the condition that the student’s data is and will remain under the direct control of the applicable school or school district.

4. Use of the Explain Everything Mobile App

Promethean hereby grants you permission to use the Explain Everything Mobile App (the “App”) as set forth in these EE Terms of Use, provided that you will not copy or distribute any part of the App in any medium without Promethean’s prior written authorization (except distributions of User Submissions to various third-party sites as integrated within the App).

There is no age restriction to use the App (the App is rated 4+ in the Apple App Store). Promethean will never knowingly solicit or accept Personal Information or other content from a User who is known to be under 18 years of age, except when Promethean is acting in the capacity of a school official under FERPA. With regards to student Personal Information entered into the App, the applicable teacher, school or school district represents and warrants to Promethean that the teacher, school or school districts consents to Promethean’s use of the student’s Personal Information for the limited purpose of providing the EE Service via the App to perform a school service or function subject to the condition that the student’s data is and will remain under the direct control of the applicable school or school district.

5. User submissions and Content Creations on the EE Site and EE Service

You own all the content and information that you post on the EE Site and submit to any part of the EE Service.

The EE Service may provide Users with the ability to add, create, upload, submit, distribute, collect, or post (“Submitting” or “Submission”) content, explanations, presentations, videos, audio clips, written comments, data, text, photographs, drawings, software, scripts, graphics, or other information to the EE Service (collectively, the “User Submissions”). You retain ownership of all your rights in and to your User Submissions, including all intellectual property rights in your User Submissions, and uploading User Submissions to the EE Service does not transfer any ownership rights to Promethean or third parties. However, by Submitting User Submissions through the Service, you are granting Promethean and its subsidiaries, Affiliates, service providers, successors and assigns, and other Users a worldwide, non-exclusive, perpetual, fully paid, royalty-free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, store, transmit, modify and create derivative works of User Submissions, but only as necessary to provide the Service, Support and any technical services to Customer under this Agreement.

You represent and warrant, and can demonstrate to Promethean’s full satisfaction upon request, that you (i) own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain, (ii) have full authority to act on behalf of all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these EE Terms of Use and to grant the license rights set forth above, (iii) have the permission and consent to use the name of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by these EE Terms of Use; and (iv) are authorized to grant all of the aforementioned rights to the User Submissions to Promethean and all users of the EE Service.

You represent and warrant that the use or other exploitation of such User Submissions by Promethean and use or other exploitation by users of the EE Site and EE Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

The above licenses granted by you in User Submissions you create or submit to the EE Service terminate within a commercially reasonable time after you delete your User Submission from the Service. When you remove or delete User Submissions from the EE Service, you understand and agree that Promethean may retain, but not display, distribute, or perform, server copies of your User Submissions that have been removed or deleted.

Notwithstanding the preceding paragraph, if you share your User Submission(s) with other Users, you understand that such other Users may be able to, on a worldwide basis, use, save, record, reproduce, broadcast, transmit, share, and associate your User Submission(s) with you (i.e., your username and profile picture) and display your User Submission(s) without compensating you. Accordingly, you hereby do and shall grant to Promethean, each User and to the public a worldwide, non-exclusive, irrevocable license to access, view and publicly perform your shared User Submissions. If you do not want others to have the ability to use your User Submission(s), do not use the EE Services to share your User Submission(s). Promethean does not own, control, verify, pay for, endorse, or otherwise assume any liability for your User Submission(s) and cannot be held responsible for your User Submission(s) or the material others upload, store or share using the EE Service.

6. Responsibility for Content on the EE Site and EE Service

Promethean does not guarantee that any content or User Submissions will be made available on the EE Site or through the EE Service. Promethean has no obligation to monitor the EE Site, EE Service, content, or User Submissions. However, Promethean reserves the right to (i) remove, edit or modify any User Submission or content in its sole discretion, including without limitation any User Submissions, from the EE Site or EE Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or User Submission or if Promethean is concerned that you may have violated the terms of this Agreement), or for no reason at all, and (ii) to remove or block any User Submissions from the EE Service.

You shall be solely responsible for your activity and your User Submissions in connection with the EE Service and the consequences of submitting and publishing your User Submissions on the EE Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish User Submissions you submit; and you license to Promethean all patent, trademark, trade secret, copyright, or other proprietary rights in and to such User Submissions for publication on the EE Service pursuant to this Agreement.

7. Intellectual property rights

The content on the EE Service, including without limitation, visual interfaces, white boards, graphics, design, compilation, information, computer code, products, software (including any downloadable software), the videos, sounds, music, photographs, drawings, software, scripts, comments, programming, information, data, text, files, graphics, and interactive features and the like services, and all other elements of the Service (including the mobile applications), (collectively the “EE Content”) generated, provided, or otherwise made accessible by Promethean, its service providers or other third parties on or through the EE Service and the trademarks, service marks and logos contained therein (“EE Marks”), are owned by or licensed to Promethean, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. EE Content on the EE Service is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Promethean reserves all rights not expressly granted in and to the EE Service and the EE Content. You agree to not engage in the use, copying, or distribution of any of the EE Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the EE Service for any commercial purposes. If you download or print a copy of the EE Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable, or otherwise interfere with security related features of the EE Service or features that prevent or restrict use or copying of any EE Content or enforce limitations on use of the EE Service or the EE Content therein.

Explain Everything™ is a proprietary trademark of Promethean. Promethean’s trademarks may not be used in connection with any product or service that is not provided by Promethean, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Promethean.

All other trademarks displayed on Promethean’s website, or the EE Service are the trademarks of their respective owners and constitute neither an endorsement nor a recommendation of those vendors, service providers or third parties. In addition, such use of trademarks or links to the websites of vendors, service providers or third parties is not intended to imply, directly or indirectly, that those vendors, service providers or third parties endorse or have any affiliation with Promethean.

You acknowledge that by downloading Promethean’s EE App via the iTunes App Store, Chrome Web Store, Windows Store or the Google Play Store, that you are subject to their respective policies, terms of service and other related policies and procedures.

You also acknowledge that by uploading, transferring, or exporting User Submissions to other third-party services, including but not limited to, DropBox, YouTube, Twitter, Box, or Vimeo you are subject to their respective policies, terms of service and other related policies and procedures. Promethean provides the ability to upload to these services AS IS and shall not be responsible for the inability by any User to upload, transfer or export any User Submissions.

8. Third party integrations – YouTube

We use YouTube to provide certain features of the EE Service, and, as a result, we are contractually obligated to make you aware of certain terms related to the use of such features. Therefore, you acknowledge and agree that by using the YouTube integration with the Service, you are also bound by the YouTube Terms of Use (including the Google Privacy Policy).

B. One.Promethean Terms of Use

The One.Promethean Product consists of the website located at www.One.Promethean.com (“One.Promethean”) and the products, mobile applications, portals, databases, software, servers, data feeds, and services that provide the Customer with use of the One.Promethean Product that operated by Promethean (collectively with the One.Promethean Site, the “One.Promethean Service”). The terms for the One.Promethean Product (the “One.Promethean Terms of Use”) apply to all Users of the One.Promethean Product, including Users who are also contributors of content, information, or other materials on the One.Promethean Product.

By using the One.Promethean Product in any manner, including but not limited to visiting or browsing the One.Promethean Site, you agree to be bound by the One.Promethean Terms of Use, and you consent to the information collection practices disclosed in this Agreement and the Privacy Policy, which is incorporated by reference into these One.Promethean Terms of Use, to receive required notices, and to engage in electronic or written transactions with One.Promethean. If you do not unconditionally agree to all the One.Promethean Terms of Use, then you must immediately discontinue your use of the One.Promethean service.

1. Service Credentials and Account

a. Account registration, including the provision of certain limited Personal Information and password creation ("One.Promethean Product Credentials"), is required to access the One.Promethean Product. You agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Product’s registration form. The One.Promethean Credentials and certain other information about you are governed by our Promethean Product Privacy Policy incorporated herein by reference.

b. You are responsible for maintaining the confidentiality of your One.Promethean Product Credentials and for restricting access to your One.Promethean Product Credentials and account. Accordingly, you agree that you will be solely responsible to us for activities undertaken in your account. You agree to keep the information you submit about yourself accurate and current. You agree to notify us promptly if you believe that there has been any unauthorized use of your account.

c. All Users must register their account using a valid email address.

d. You cannot select for your One.Promethean Product Credentials a name that you do not have the rights to use or another person’s name with the intent to impersonate that person. Accounts registered with someone else’s email address may be closed without notice. Users may be required to re-validate their account from time to time. If at any time you learn that a User of the One.Promethean Product claims to be affiliated with the Customer who is not, in fact, affiliated with the Customer, you shall notify Promethean immediately.

e. Students are prohibited from creating an account on the One.Promethean Product. When using the One.Promethean Product, you must comply with all laws that apply to you. A violation of this Agreement may be grounds for termination of your rights to use or access the One.Promethean Product.

2. Modifications to the One.Promethean Product. Promethean reserves the right to modify the One.Promethean Product (or any part thereof) with or without notice. You agree that Promethean will not be liable to you or to any third-party for any modification of the One.Promethean Product.

3. One.Promethean Mobile Service. The One.Promethean Service may include certain services that are available via a mobile app on a mobile device, including, but not limited to, (i) the ability to upload content to the One.Promethean Product via a mobile device, (ii) the ability to browse the One.Promethean Product from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). To the extent you access the One.Promethean Product through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that Promethean may communicate with you regarding Promethean and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Promethean account information to ensure that your messages are not sent to the person that acquires your old number.

4. Intellectual Property Ownership. Promethean or its licensors retain ownership of all intellectual property rights in and to the One.Promethean Product and the MyPromethean Mobile Application, including copies, improvements, enhancements, derivative works, and modifications. Your rights to Use the One.Promethean Product and the MyPromethean Mobile Application and any related Documentation are limited to those expressly granted in this Agreement. No other rights with respect to the One.Promethean Product and the MyPromethean Mobile Application and any related Documentation or any related intellectual property rights are granted or implied. You acknowledge that the One.Promethean Product and the MyPromethean Mobile Application and any related Documentation may contain unpublished information and embody valuable trade secrets proprietary to Promethean. Promethean reserves all rights in the One.Promethean Product and the MyPromethean Mobile Application and any related Documentation not expressly granted in this Agreement.