1. Introduction

Vendor Information: Cloud9World, a provider of online education programs.

Purpose: This Agreement governs the use of Cloud9World's online education programs by school districts.

Acceptance: By using the services, the school district agrees to the terms outlined in this Agreement.

2. License Grant

2.1 Grant of License

Cloud9World ("Vendor") hereby grants to the School District ("Licensee"), a non-exclusive, non-transferable, limited license to access and use the online education programs ("Programs") provided by the Vendor on its website cloud9world.com. This License is granted solely for educational purposes within the schools under the jurisdiction of the Licensee.

2.2 Authorized Users

The Licensee may allow students, teachers, and administrative staff of the School District ("Authorized Users") to access and use the Programs. The Licensee is responsible for ensuring that all Authorized Users comply with the terms and conditions of this Agreement.

2.3 Access Rights

The Licensee will be provided with the necessary usernames and passwords to access the Programs. The Licensee agrees not to share these credentials with unauthorized parties and is responsible for any activities conducted under these credentials.

2.4 Usage Limitations

The Licensee and Authorized Users may use the Programs for viewing, participating in, and completing course materials solely for educational purposes. The Licensee shall not use the Programs for any commercial purpose. The Licensee is prohibited from modifying, distributing, copying, or creating derivative works based on the Programs without the prior written consent of the Vendor.

2.5 Restrictions on Transfer

The License granted under this Agreement is specific to the Licensee and may not be transferred, assigned, or sublicensed to any other party without the prior written consent of the Vendor. The Licensee agrees not to rent, lease, loan, or sell access to the Programs.

2.6 Program Updates

The Vendor may from time to time update or modify the Programs. These updates or modifications are included under this License Grant and the Licensee will have access to such updates subject to the terms of this Agreement.

2.7 Termination of License

The License granted under this Agreement shall remain in effect until terminated by either party in accordance with the terms of this Agreement. Upon termination, the Licensee must cease all use of the Programs and destroy all copies, full or partial, of the Programs.

3. User Obligations

3.1 Compliance with Laws and Regulations

Users must ensure that their use of the online education programs complies with all applicable local, state, federal, and international laws and regulations.

The programs should be used in a manner that respects the rights and dignity of all students and educators.

3.2 Responsible Use of Services

The programs provided by Cloud9World are intended solely for educational purposes within the school district.

Users are prohibited from using the programs for any unauthorized commercial, illegal, or unethical purposes.

3.3 Account Security and Access Control

Each user is responsible for maintaining the confidentiality and security of their account information, including usernames and passwords.

The school district must implement reasonable measures to ensure that access to the programs is restricted to authorized personnel and students.

3.4 Content and Communication Standards

Users must not upload, share, or disseminate any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.

All communications through the programs should be professional, respectful, and appropriate for an educational environment.

3.5 Prohibition on Unauthorized Use

Users are not permitted to copy, modify, distribute, sell, or lease any part of the programs, nor may they reverse engineer or attempt to extract the source code, unless laws prohibit these restrictions or users have written permission from Cloud9World.

The installation of any third-party software or hardware that interferes with the programs is strictly prohibited.

3.6 Reporting Misuse

Users are required to report any unauthorized use, security breach, or other compliance concerns to the vendor immediately upon discovery.

3.7 Collaboration and Feedback

Users are encouraged to provide feedback on the programs to enhance the educational experience and facilitate continuous improvement.

The school district should collaborate with the vendor in any investigations or audits related to the use of the programs.

4. Intellectual Property

4.1 Ownership

The content, including but not limited to all online education programs, software, text, visual, and audio content (referred to as the "Content"), and all intellectual property rights in and to the Content, are owned by Cloud9World or Cloud9World's licensors.

No ownership rights in the Content are transferred to the User under this Agreement. All rights not expressly granted are reserved by Cloud9World.

4.2 Use of Trademarks

The school district may use Cloud9World’s trademarks and service marks (the "Marks") in promotional material or other publications to identify itself as a user of Cloud9World's services, subject to Cloud9World's trademark usage guidelines.

Such use of the Marks does not grant the school district any right, title, or interest in the Marks, which remain the sole property of Cloud9World.

4.3 Protection of Intellectual Property

The school district agrees to respect Cloud9World's intellectual property rights and will not copy, reproduce, modify, distribute, or create derivative works of the Content without prior written permission from Cloud9World.

Any unauthorized use of the Content is a violation of this Agreement and may infringe upon Cloud9World's intellectual property rights as well as the intellectual property rights of third parties associated with Cloud9World.

4.4 Reporting Infringements

The school district agrees to notify Cloud9World promptly upon becoming aware of any unauthorized use of the Content by any person or entity.

Cloud9World reserves the right, at its sole discretion, to take legal action against any use that does not conform to these terms, or that infringes any intellectual property or other rights of Cloud9World or a third party.

4.5 Updates and Modifications

Cloud9World may from time to time develop updates, upgrades, patches, or other modifications to improve the performance of the Services or the Content ("Updates").

These Updates may be automatically installed without providing any additional notice or receiving any additional consent. The User's continued use of the Services or the Content after the installation of these Updates constitutes their agreement to this term.

5. Data Privacy and Security

5.1 Commitment to Data Privacy

Cloud9World recognizes the importance of protecting the privacy and security of all information associated with our users, particularly student data. We are committed to collecting, using, and disclosing personal information responsibly and only to the extent necessary for the services we provide as outlined in our Privacy Policy.

5.2 Compliance with Laws

The Vendor shall comply with all applicable federal, state, and local laws and regulations regarding data privacy, including but not limited to the Family Educational Rights and Privacy Act (FERPA), the Children's Online Privacy Protection Act (COPPA), and any state-specific student privacy laws.

5.3 Data Collection and Use

The Vendor will collect only the minimum amount of personal information necessary to provide its educational programs, which may include unique IDs, rostering information, and assessment data. All collected data will be used solely for educational purposes and outlined in our Privacy Policy.

5.4 Data Security Measures

We implement robust technical and organizational measures to protect personal data against unauthorized access, alteration, disclosure, or destruction. These measures include, but are not limited to, encryption, firewalls, and secure server facilities.

5.5 Data Access and Control

School districts will have access to their students' data and can manage, modify, or delete it as necessary. The Vendor will not access or use this data except as required to provide the services or as mandated by law.

5.6 Third-Party Sharing and Disclosure

Personal information will not be shared with third parties except as necessary to provide the educational service, as required by law, or with explicit consent from the school district. Any third parties who receive personal information will be bound by confidentiality agreements and required to uphold equivalent levels of data protection.

5.7 Data Breach Response

In the event of a data breach, the Vendor will promptly notify affected school districts and cooperate with them to mitigate any harmful effects. The Vendor will take appropriate steps to prevent future occurrences and comply with any legal obligations related to the breach.

5.8 Data Retention and Deletion

Personal data will be retained only for as long as necessary to provide the educational services or as required by law. Upon termination of the service or at the school district’s request, personal data will be securely deleted or anonymized.

6. Term and Termination

6.1 Term of Agreement

This Agreement shall commence upon the date of acceptance by the School District and shall continue in effect for a period of one year unless earlier terminated in accordance with the provisions of this Agreement.

6.2 Termination for Convenience

The School District may terminate this Agreement at any time without cause by providing Cloud9World with written notice of termination at least 30 days in advance.

6.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

a. Breaches any material term or condition of this Agreement and fails to cure such breach within 30 days after receipt of written notice of the same;

b. Becomes insolvent, files for any form of bankruptcy, makes any assignment for the benefit of creditors, or has a receiver, liquidator, or administrator appointed for its business.

6.4 Consequences of Termination

Upon termination or expiration of this Agreement for any reason:

a. All rights and licenses granted to the School District under this Agreement shall immediately cease;

b. The School District shall cease all use of the online education programs and ensure that all users within its district do the same;

c. Any outstanding payment obligations of the School District to Cloud9World as of the date of termination will become immediately due and payable.

7. Warranties and Disclaimers

7.1 Service Warranty

Performance: Cloud9World warrants that the online education programs will perform substantially in accordance with the documentation provided.

Compliance: The programs will be provided in compliance with applicable laws and regulations.

Support: Cloud9World will provide reasonable support and maintenance for the programs.

7.2 Disclaimer of Warranties

'As Is': The online education programs are provided "as is" and Cloud9World expressly disclaims any and all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

No Guarantee of Uninterrupted Use: Cloud9World does not warrant that the use of the programs will be uninterrupted or error-free, nor does it warrant that the information obtained through the programs will be accurate or reliable.

7.3 Limitation of Liability

General Limitation: To the fullest extent permitted by law, in no event will Cloud9World be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this agreement, including damages for loss of profits, goodwill, use, data, or other intangible losses.

7.4 Essential Basis of the Agreement

Acknowledgment: The parties acknowledge that the disclaimers and limitations set forth in this section are an essential basis of the agreement between Cloud9World and the school district.

8. Indemnification

8.1 Indemnification by the School District

The School District agrees to indemnify, defend, and hold harmless Cloud9World, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement or any activity related to the School District's account (including negligent or wrongful conduct) by the School District or any person accessing the online education programs using the School District’s account.

8.2 Third-Party Claims

This indemnification covers any claim or demand made by any third party due to or arising out of the School District's use of the online education programs, the School District's violation of this Agreement, or the School District's violation of any rights of another, including intellectual property rights.

8.3 Procedure

In the case of a potential indemnity obligation under this clause, Cloud9World will provide the School District with prompt notice of the claim, and the School District will assume the defense of such claim with counsel satisfactory to Cloud9World. Cloud9World reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the School District, in which event the School District will cooperate with Cloud9World in asserting any available defenses.

8.4 Limitation

This indemnification obligation will survive the termination or expiration of this Agreement and your use of the online education programs.

9. Miscellaneous

9.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in the city of Miami and of Dade County, and each party consents to the jurisdiction of such courts in any such suit, action, or proceeding.

9.2 Amendments

This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each party hereto. The Vendor reserves the right to update or modify this Agreement at any time, with any such changes being effective upon posting on the Vendor's website or by direct communication to the User. Continued use of the services after any such changes shall constitute the User's consent to such changes.

9.3 Entire Agreement

This Agreement, together with any other documents incorporated herein by reference and any addenda, schedules, or exhibits attached hereto, constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related documents, schedules, exhibits, and addenda, the following order of precedence shall govern: (a) first, this Agreement, excluding its exhibits and schedules; (b) second, the exhibits and schedules to this Agreement; and (c) third, any other documents incorporated herein by reference.

​

​

10. Contact Information

Cloud9World Inc.

7765 W 20th Ave,
Hialeah, FL 33014, United States
schools@Cloud9World.com