The easyCBM assessment service (the “Service” or “easyCBM System”) is a web-based benchmark and progress monitoring reporting service that permits school districts and agencies to enter student EASYCBM data and administrative data (collectively “Data”) and generate automated reports. easyCBM was developed by the Behavioral Research and Teaching center (“BRT”) at the University of Oregon. Riverside Assessments, LLC dba Riverside Insights (“Riverside”) is the exclusive distributor of the Service. PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING, USING, OR DISPLAYING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN RIVERSIDE’S ASSESSMENT PRIVACY POLICY (THE “PRIVACY POLICY”), WHICH IS INCORPORATED HEREIN BY REFERENCE. DO NOT ACCESS, USE, OR DISPLAY THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS AND THE PRIVACY POLICY.

Upon commencement of the Service, you, and any organization you are acting on behalf of as an authorized representative, as a Subscriber, hereby agree to be legally bound by the terms and conditions of this Agreement.

1.  Definitions. As used in this Agreement, the following terms shall have the meanings set forth below unless otherwise defined herein:

•    “Agreement” means this easyCBM SUBSCRIBER AGREEMENT and any Order Form(s) you complete for the use of the Service.

•    “Order Form” means (i) the order form that includes pricing and subscription information regarding Subscriber’s purchase of licenses to the Service and associated training or (ii) other document setting forth pricing and order information with respect to Subscriber’s purchase of licenses to the Service.

•    “Service Fees” means fees paid by Subscriber with respect to the Service and any corresponding Order Form(s).

•    “Subscriber” means the Riverside authorized purchaser of the Service who has agreed to be bound to the terms and conditions of this Agreement by signing the Order Form in the required field.

•    “Users” means individual humans who are authorized by Subscriber to use the Service.

2.  Upon payment and execution of this Agreement, Riverside grants to Subscriber, a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to permit Users access to the Service pursuant to the terms and conditions hereunder, for non-commercial education and research purposes only. This license permits Users to: (a) access the EASYCBM System; (b) enter Data into the EASYCBM System; and (c) generate reports using the easyCBM System. Subscriber shall not use the easyCBM System for any other purpose, and Subscriber must contact Riverside to request prior written permission to use the EASYCBM System in any other manner.

3.  Subscriber shall not directly or indirectly (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or attempt to do any of the foregoing; (b) modify, translate, or create derivative works based on the Services; (c) rent, lease, distribute, or sell, assign, or otherwise transfer rights to the Services; (d) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) distribute or grant access to the Services and any assessment content therein to unauthorized third parties, including, but not limited to, test preparation and tutoring services that have not received prior written consent from Riverside; or (e) remove any proprietary notices from the Services or any materials provided to Subscriber by Riverside in conjunction with the Services.

4.  Subscriber will provide, or shall require its Users to provide, or have access to the Service through Internet connection (from the classroom, home, or wherever there is a suitable Internet connection).

5.  Subscriber will designate an administrator/local site facilitator on the Order Form to serve as the primary contact person regarding the use of the Service (the “Administrator”). This Administrator will:

•    Disseminate information to Users regarding access to and use of the Service;

•    Provide subscription information, if applicable (for example, where Users are located or assigned) to Riverside; and

•    Provide required account information to a Riverside Account Manager and/or Riverside Customer Support.

6.  Subscriber will have an easyCBM account established with Riverside, whereby Users, each identified by a required unique username and password can log in to the Service, either through Subscriber’s facilities or other sites where the Internet can be accessed. In addition, Subscriber hereby grants Riverside and its duly authorized licensees permission, to the extent that it may be required, to use the district, school or institution name in marketing and promotional materials.

7.  Notwithstanding anything to the contrary in this Agreement, student records and student information (“Student Data”) shall not be considered public data and shall not be disclosed to any third party, other than subprocessors, without the prior written consent of Subscriber or as required by applicable law; provided, however, that Riverside and the University of Oregon, including its research partners, may use such information to improve easyCBM and for educational research purposes in a manner that does not disclose personally identifiable information to unauthorized parties and such that individual students, teachers, schools or districts may not be identified or derived by such parties. The Subscriber allows such research to be published in technical reports and/or education journals designed to improve educational practices.

8.  Riverside will maintain and provide Subscriber with access to scoring and reporting data for the Subscriber’s current contract period unless limited by special promotions and limited account access based on special pricing. Riverside may periodically delete data from the EASYCBM System in accordance with its records retention policy. It is the Subscriber’s responsibility, if they wish, to preserve any scoring and reporting data for their Users from previous contract periods or for archive purposes in a timely manner, and Subscriber is advised to export and backup scoring and reporting data frequently.

9.  Riverside will provide a user manual and associated guides, in electronic format available from the easyCBM service after login, containing information on easyCBM functionality.

10. Riverside will monitor the number of students using the system by Subscriber’s Users, or number of user registrations during the subscription period, and notify the Subscriber near the end of the Agreement term of any additional Service Fees that exceed the number originally purchased by the Subscriber. In the event of an overage, a follow-up invoice will be sent to the Subscriber to reconcile with the number of students actually comprising the Subscriber’s account. This invoice will be sent whether a purchase order has been received from the Subscriber or not, and whether the amount of the purchase order that is submitted by the Subscriber is correct or not. All Service Fee payments shall be due and payable, within thirty (30) days of Subscriber’s receipt of the invoice from Riverside. Any payments provided by Subscriber to Riverside shall be irrevocable and shall be made in U.S. dollars. Subscriber is solely responsible for ensuring that such payments are made to Riverside in accordance with this Section.

11. Riverside will use commercially reasonable efforts to make the Services available to You without significant interruption. At times the Services may be unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Services will always be available or are completely free of human or technological errors. Riverside’s commitments with respect to protecting Subscriber data are addressed the Privacy Policy.

12. EXCEPT AS EXPRESSLY PROVIDED HEREIN, RIVERSIDE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE ,OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING THOSE CONCERNING MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED EXPRESSLY HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RIVERSIDE DOES NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, COMPLETENESS, SECURITY, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF (I) YOUR USE THE SERVICES OR (II) ANY ADVICE YOU GLEAN OR INFER FROM THE SERVICES, WHETHER PROVIDED BY US OR A THIRD PARTY. WE DO NOT WARRANT (X) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL CODE; (Y) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULT; OR (Z) THAT ANY DEFECTS WITH RESPECT TO THE SERVICES WILL BE CORRECTED.

13. IN NO EVENT SHALL RIVERSIDE BE LIABLE TO SUBSCRIBER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME, OR PROFITS, OR LOSS OF DATA, ARISING UNDER THIS AGREEMENT, REGARDLESS OF (X) WHETHER SUCH DAMAGES WERE FORESEEABLE, (Y) WHETHER RIVERSIDE WAS ADVISED IN ADVANCED OF THE POSSIBILITY THEREOF, AND (Z) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. REGARDLESS OF THE FORM OF ACTION, IN NO EVENT SHALL RIVERSIDE’S AGGREGATE LIABILITY RELATING TO THIS AGREEMENT, THE SERVICE, OR YOUR USE OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (A) $1,000 OR (B) AMOUNT OF FEES ACTUALLY PAID BY SUBSCRIBER TO RIVERSIDE DURING THE TWELVE(12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership, or principal-agent relationship between the parties; and no party by virtue of this Agreement shall have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other party.

15. Any notice given pursuant to this Agreement will be sufficiently provided if it is in writing and delivered, sent by prepaid post or facsimile to the other party at the address specified above, or to such other address as either party may designate subsequently in writing, and will be deemed effective upon receipt.

16. Subscriber shall be solely responsible for whom it permits to be Users of the Service. Subscriber further agrees that it shall be solely responsible and liable for all Users of the Service and for any information or materials submitted to the Service via Subscriber’s easyCBM account and/or resulting from any use of a Username, User password, or any other User information associated with the Service. Subscriber understands and agrees that the Service may not be used for any other purpose, or be provided to any other party, than as described herein (including the Order Form). Subscriber acknowledges and agrees not to share benchmarking measures with students or other test takers prior to testing events.

17. Subscriber will ensure that none of its Users: (i) copy, duplicate, publish, distribute, display, modify, create derivative works of, or alter physical or electronic characteristics of the Services; (ii) dismantle or reverse engineer or clone any part of the Services; or (iii) grant sublicenses to, assign, transfer, sell, or rent the Services or any sublicenses thereto without Riverside’s prior written consent. Subscriber acknowledges and agrees that confidentiality and test security is critical to the integrity, validity, and fairness of the Services and that it will process and manage any assessment materials to which it has access through the Services in accordance with Riverside’s Test Disclosure Policy (available at: https://info.riversideinsights.com/hubfs/Test%20Disclosure%20Policy.pdf) and the Standards for Educational and Psychological Testing (2014) (“SEPT”), published by the American Educational Research Association (AERA), American Psychological Association (APA), and National Council on Measurement in Education (NCME). Subscriber’s access to the Services is contingent on Subscriber taking appropriate steps to protect the confidentiality of the Services and any content contained therein. Subscriber will not provide unauthorized third parties, including entities or individuals providing test preparation, tutoring, and similar services, access to the Service and will not permit notetaking or audio or video recording by non-professionals during test administrations. Subscriber will immediately notify Riverside if it becomes aware of any activities prohibited under this Section.

18. If you suspect or confirm that any unauthorized party has used, disclosed, or otherwise processed content or data (as applicable) with respect to the Services, you must promptly notify Riverside by sending a message to [email protected], detailing the nature of the suspected or confirmed incident and sharing any other information relevant to the matter.

19. Except as expressly permitted by this Agreement, Subscriber may not assign or otherwise transfer this Agreement or its rights or obligations hereunder to any person or entity without Riverside’s prior written consent. This Agreement shall be binding upon and insure to the benefit of the heirs, successors, and assigns of each party. Subscriber shall indemnify, defend, and hold Riverside and BRT harmless from any and all claims arising out of the use of the Service or use of the scoring or reporting to determine placement of, or grades for, students.

20. Subscriber agrees that the privacy of User information, and scored data is the sole responsibility of Subscriber and its Users. Riverside does not share personally identifiable User or Subscriber information with anyone unless authorized under this Agreement and: (a) with respect to the User or others the User may specify, the particular User’s own information only; and (b) with respect to Subscriber, Subscriber’s own information and the information regarding its Users. The Subscriber acknowledges that prior to using the easyCBM service, Subscriber is obligated to obtain any written parental consent that may be required in accordance with Federal or state laws or school district policies, to enable Subscriber to enter data into the easyCBM system and to permit use of the data in accordance with the terms and conditions of this Agreement. See the Privacy Policy for a complete description of Riverside’s commitment to and conditions for maintaining student privacy.

21. Riverside and BRT shall retain their respective proprietary rights, including, but not limited to, patent, copyright, trademark and trade secret, in the easyCBM online assessment system, including the benchmark and progress monitoring assessments, scoring guides, manuals, training materials, resources, as well as any other Riverside or BRT materials, software programs, and associated techniques, concepts, and methodologies that may be used to provide services under this Agreement. For the avoidance of doubt Riverside is a licensee of the easyCBM online assessment system, and all ownership rights with respect to the system remain with BRT.

22. This Agreement is governed by and subject to the laws of the State of Illinois without reference to its conflicts of laws or choice of law rules. The parties agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the state or federal courts of competent jurisdiction located in the Northern District of Illinois, Eastern Division. This Agreement, including the Privacy Policy incorporated herein, merges all prior representations and understandings and constitutes the entire understanding between the parties concerning the subject matter hereof. No modification of this Agreement shall be effective unless in writing and signed by both parties. No delay by either party in enforcing against the other any provision of this Agreement will be a waiver, or in any way prejudice any right, of that party. All uses of the word “including” and “includes” mean “including, without limitation” or “including, but not limited to” and will not be deemed terms of limitation or exclusion. Subscriber’s use of the Services constitutes consent to this Agreement, which remains in full force and effect for the entire period of use by Subscriber and its Users.

 

easyCBM^™ is a trademark of the University of Oregon provided under license to the Riverside Assessments, LLC.