This End User License Agreement (“Agreement”) is a legal agreement between you (“You”) and School of Rock, LLC (“SoR”) with offices located at 114 Shore Drive, Burr Ridge, IL 60527 regarding the enrollment of Your personal mobile device (“Device”) in SoR’s mobile device management program, and the loading to and removal from Your Device and Your use of certain applications and any associated software and user documentation, whether provided in “online” or electronic format, used in connection with the operation of or provision of services to School of Rock® businesses (collectively, the “Apps”). BY SELECTING “I ACCEPT” DURING INSTALLATION, YOU ARE ENROLLING YOUR DEVICE, AND THEREBY AUTHORIZING SOR OR ITS AGENTS TO INSTALL, UPDATE AND REMOVE THE APPS FROM YOUR DEVICE AS DESCRIBED IN THIS AGREEMENT. YOU ARE ALSO EXPLICITLY ACKNOWLEDGING AND AGREEING THAT (1) THIS IS A BINDING CONTRACT AND (2) YOU HAVE READ AND AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT ACCEPT THESE TERMS, DO NOT ENROLL YOUR DEVICE AND DO NOT PROCEED ANY FURTHER.
You agree that: (1) You understand and agree to be bound by the terms and conditions contained in this Agreement, and (2) You are at least 13 years old and have the legal capacity to enter into this Agreement as defined by the laws of Your jurisdiction. SoR shall have the right, without prior notice, to terminate or suspend (i) this Agreement, (ii) the enrollment of Your Device, or (iii) the functioning of the Apps in the event of a violation of this Agreement or the cessation of Your relationship with SoR (including termination of Your employment if You are an employee or expiration or termination of Your applicable franchise or supply agreement if You are a franchisee of or supplier to the School of Rock® system). SoR expressly reserves all rights not expressly granted herein.
SOFTWARE LICENSE AND RESTRICTIONS
SoR grants You a non-exclusive, non-transferable, personal, revocable license to have and use on Your Device the Apps and any updates, upgrades, and repairs thereto. When the Apps automatically perform updates, upgrades or repairs, then You agree not to interfere with or prevent such activities.
The Apps are protected by the laws of the United States, international treaty provisions and other applicable laws in the country in which it is being used. SoR, its affiliates or its suppliers own and retain all right, title and interest in and to the Apps, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your possession, installation or use of the Apps do not transfer to You any title to the intellectual property in the Apps, and You will not acquire any rights to the Apps except the right to use them in accordance with and as expressly set forth in this Agreement. Any copy of the Apps authorized to be made hereunder must contain the same proprietary notices that appear on and in the Apps. To the extent You provide any comments or suggestions regarding the Apps to SoR, SoR shall have the right to retain and use them in current or future products or services, without further compensation to You or without Your approval.
You acknowledge and agree that the Apps contain and include information that is proprietary and may contain trade secrets of SoR or its affiliates. If You are a School of Rock® franchisee, You acknowledge and agree that the Apps, its components and all data created therefrom constitute Confidential Information, as defined in Your applicable franchise agreement and shall be governed by and subject to the provisions of such agreement. If you are not a School of Rock® franchisee, You agree to protect the confidentiality of such information and, in that regard, agree that you will not use the Apps, any components thereof, or any data created thereby except as expressly authorized in this Agreement and will not divulge such information to any other party without the prior written consent of SoR.
MANAGEMENT OF YOUR DEVICE AND ITS CONTENTS AFTER ENROLLMENT; YOUR AUTHORIZATIONS TO US
The Apps are for Your personal use only and are licensed for use solely in connection with the operation of or provision of services to a licensed School of Rock® music school. You are solely responsible for the activity that occurs on Your Device, including the activity of others who You permit to use Your Device. You must keep Your account password secure and notify SoR immediately of any breach of security or unauthorized use of Your account or of the loss of Your Device. You are solely responsible for any content You store on Your Device or that You make available or retrieve from Your account and from all public sources. SoR is not liable for Your losses cause by any unauthorized use of the Apps or Your Device, but You may be liable for the losses of SoR or others due to such unauthorized use.
By enrolling Your Device and accepting this Agreement, You authorize us and our agents to install mobile device management software onto Your Device and to do the following:
You acknowledge that the installation of the Apps and any upgrades thereto by SoR may decrease the available memory or storage on the Device, and SoR is not liable for any loss or theft of, damage to, or failure in the Device that may result from use of the Apps or third-party software and/or the use of the Device in connection with the School of Rock business.
You agree to comply with all applicable laws and with the requirements of any user licenses applicable to any other programs or applications which You install onto the Device.
You agree to maintain the original device operating system and to keep the Device current with security patches and updates, as released by the manufacturer. You agree not to “jail break” the Device and to immediately notify SoR if the Device is lost or stolen. You also agree that the Device may not be sold or transferred without the Apps and related programs being wiped by SoR. You must provide SoR with at least 30 days’ written notice prior to any intended sale or transfer of the Device.
SoR reserves the right to terminate this Agreement and Your access to the Apps if it determines, in its sole discretion, that You have or are attempting to:
THE APPS ARE PROVIDED “AS IS,” AND SOR MAKES NO WARRANTY AS TO THEIR USE OR PERFORMANCE OR THEIR AFFECT ON OR INTERACTION WITH ANY PERSONAL PROGRAMS, FILES OR DATA CONTAINED ON THE DEVICE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, SOR MAKES NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, SOR MAKES NO WARRANTY THAT THE APPS WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE APPS AND RELATED SOFTWARE WILL MEET YOUR REQUIREMENTS.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL SOR BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR LOSS OF PROFITS, LOSS OF GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR NEGLIGENCE OR ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY OTHER DAMAGE OR LOSS. The Apps are not designed or intended for control of devices that require fail-safe performance, where the failure of the Apps could lead directly to death, personal injury, or severe physical or property damage. SOR EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. The foregoing limitations shall not apply to liability for death or personal injury to the extent that applicable law prohibits such limitation, nor shall the foregoing limitation diminish any rights You may have under existing consumer protection legislation or other applicable laws in Your jurisdiction that may not be waived by contract. The foregoing provisions shall be enforceable to the maximum extent permitted under applicable law.
The software is subject to export controls under the U.S. Export Administration Regulations and may not be exported to entities within or residents or citizens of embargoed countries or countries subject to applicable trade sanctions, or prohibited or denied persons or entities without proper government licenses. Information about these restrictions can be found at http://www.treas.gov/ofac and http://www.bis.doc.gov/complianceandenforcement/ListstoCheck.htm. You are solely responsible for any violation of the U.S. export control laws related to the Apps or to the use of your Device. By accepting this Agreement, You confirm that You are not a resident or citizen of any country currently embargoed by the U.S. and that You are not otherwise prohibited from receiving or using the Apps.
If You are a School of Rock franchisee, this Agreement shall be governed by and construed in accordance with the governing law, jurisdiction and dispute resolution provisions of Your applicable franchise agreement. If You are not a School of Rock franchisee, this Agreement will be governed by and construed in accordance with the substantive laws of the Commonwealth of Pennsylvania. All disputes shall be brought in and submitted to the U.S. District for the Eastern District of Pennsylvania or, if such court does not have competent jurisdiction, in a state court located in such district; provided, however, that SoR shall have the right to commence an action against You in any court of competent jurisdiction. You waive all objections to personal jurisdiction or venue for purposes of this Agreement and agree that nothing in this paragraph shall prevent SoR from removing an action from state court to federal court. This Agreement shall not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
This Agreement (and, if You are a School of Rock franchisee, Your applicable franchise agreement) sets forth all of Your rights, and is the entire agreement between SoR and You in connection with the Apps. This Agreement supersedes any other communications, oral or written, and any representations relating to the Apps. No provision hereof shall be deemed waived unless such waiver is in writing and signed by SoR. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
CHANGES TO AGREEMENT
SoR may make changes to this Agreement from time to time. The changes will be effective from the date on which they are published at http://www.schoolofrock.com/MDM_EULA. You agree that Your use of the Apps after the date of publication shall constitute Your acceptance of the updated Agreement.