Athlos Subscription Terms

Subscription Payment Terms:

The following Subscription Terms set forth an agreement between you (“Buyer”) and Athlos Products and Services, LLC (“Athlos”) with respect to the subscription product you have selected for purchase (the “Subscription Service”).

By subscribing to the Subscription Service you selected, you agree to the Terms and Conditions herein, including the Payment Terms. If we make amendments to these Terms and Conditions, we will post the updated Terms and Conditions on the “My Account” page.  You will be deemed to have accepted these Terms and Conditions, as amended, if you continue to use the Subscription Services after the updated Terms and Conditions have been posted.

Auto-Renewal for Subscription Services:

You authorize Athlos to charge the applicable recurring subscription fees to your designated billing payment method. When you initially subscribe to a Subscription Service, you will be charged immediately for the initial period of the subscription at the then-current fee. By choosing a product with a recurring payment plan, you acknowledge that such Subscription Service has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation.

Recurring payments are collected on the same day, monthly, bi-annually, or annually, depending on your subscription setting. If you wish to upgrade your subscription for the upcoming renewal period, please contact us at ecommerce@athlos.org

All subscriptions renew automatically until canceled by the user. To change or terminate your Subscription Services at any time, go to your “My Account” page on the Athlos website. If you are unable to cancel your account, please email partner success at: ecommerce@athlos.org . If you terminate a Subscription Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

License:

Athlos is in the business of providing education products to schools and individual educators in various locations throughout the United States. Athlos has developed and continues to develop commercially valuable technical and non-technical information and materials (“Licensed Material”) that is copyrighted, proprietary, confidential and/or constitutes Athlos’ “trade secrets” within the meaning of the Idaho Trade Secrets Act, Idaho Code Sections 48-801 – 48-807, and/or other laws. Athlos hereby grants Buyer a non-exclusive limited license to Athlos’ proprietary material during the Services Term (the “License”). Buyer agrees to the use, disclosure, protection, and other License provisions as set forth herein.

Use and Disclosure of Licensed Material:

Buyer shall not, at any time, either during the term of the Subscription or subsequent thereto, directly or indirectly, (a) use or appropriate any Licensed Material for any purpose other than the implementation of the Athlos Product, as set forth in this Agreement; or (b) disclose or divulge any Licensed Material to any third person or entity, unless expressly authorized or directed to do so by Athlos or required to do so by a law, or court or other governmental entity acting with the force of law.

Protection and Secrecy of Licensed Material:

Buyer shall make reasonable efforts to protect the confidentiality or secrecy of Licensed Material within its care, custody, possession or control, by utilizing security measures to control access to the computer, building or files where Licensed Material is kept, and making any and all other efforts that are reasonable under the circumstances to maintain the secrecy of Licensed Material.

Ownership And Return Of Licensed Material:

All documents and information within the Licensed Material, provided to or obtained by Buyer, as well as all documents and things prepared by Buyer in  relation to the  Athlos  products and services,  or in the course and scope of Buyer’s use of the  License,  and any and all copies, reproductions and extracts thereof, are the exclusive property of Athlos and shall be returned immediately to Athlos upon termination of this Agreement or upon Athlos’ request at any time.

Limitation of Liability:

Athlos’ maximum aggregate liability for any and all losses, liabilities, expenses (including legal expenses), damages, claims or actions incurred, arising in or by virtue of breach of contract, tort (including negligence), misrepresentation, breach of statutory duty, strict liability, infringement of intellectual property rights or otherwise, shall in no circumstances exceed the total amount of the Agreement.

Indemnification:

To the extent permitted by law, each Party shall indemnify, defend, and hold harmless the other Party, as well as Board members, directors, officers, employees, agents and other representatives, from any and all manner of loss, cost, expense (including attorneys’ fees and other costs and expenses of litigation, defense and appeal), damage, injury, liability, claims, actions and causes of action whatsoever arising from or in any way related to the Party’s: (i) own negligent or willful acts or omissions; (ii) breach of this Agreement; or (iii) operation of its own responsibilities under this Agreement.

Governing Law/Venue:

This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Idaho, and the venue for any legal dispute shall be Ada County, Idaho.

Mediation:

The Parties agree to negotiate in good faith in an effort to resolve any dispute related to this Agreement that may arise within forty-five (45) days of the other party’s receipt of such notice of dispute. If the dispute cannot be resolved by negotiation, then the Parties will submit the dispute to mediation before resorting to binding arbitration and will equally share the costs of a mutually acceptable third-party mediator. This paragraph survives termination of this Agreement. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction.

Severability:

Any provision of this Agreement which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof and such other provision shall remain in full force and effect.

Waiver:

No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision. Nor shall such waiver constitute a continuing waiver unless otherwise expressly stated. This provision shall include, but not be limited to, any credit toward any fees owed under the Agreement.