WINSPO-TERMS AND CONDITIONS 

By utilizing the licensed product in accordance with this agreement, you acknowledge and accept the terms laid out herein. This document outlines the terms and conditions governing the use of the WINSPO app, a digital learning product. Through your use of WINSPO products, you consent to the collection, usage, and processing of your personal information by WINSPO. 

Your consent is subject to our privacy practices outlined in WINSPO’s Privacy Policy, which is incorporated into this Agreement by reference. Your ongoing use of the product indicates your acceptance of this Privacy Policy and any subsequent modifications or amendments to it. If you do not agree with these provisions, refrain from using the product and uninstall any downloads or applications associated with it.
In the event of any conflict between WINSPO’s Privacy Policy and these Terms and Conditions, the Terms and Conditions shall prevail unless otherwise specified herein. 

ARTICLE A: LICENSED PRODUCT AGREEMENT DEFINITIONS This Agreement is between WinSpo (“WINSPO” or “Win Florida”) and the educational institution, school district, or other entity licensing the Licensed Product from WinSpo (“Customer/Licensee”). Additionally, the following definitions apply: 

1.1 “Affiliate” refers to any person directly or indirectly controlling, controlled by, or under common control with another person. “Control” in this context means the legal, beneficial, or equitable ownership of more than fifty percent (50%) of the aggregate of all voting interests in such an entity. 

 1.2 “Agreement” collectively refers to the Order Documentation, this Agreement, and all other Contract Documents specified in the Order Documentation. 

1.3 “Authorized Sites” are the educational institutions, school districts, or other entities named in the Order Documentation licensed to provide access to the Licensed Product to their Authorized Users. 

1.4 “Authorized Users” include (a) students enrolled at the Authorized Sites and (b) teachers, administrative personnel, or other instructional staff employed by the Authorized Sites or by a central administrative office responsible for the Authorized Sites. 

1.5 “Confidential Information” encompasses any information disclosed by either party to the other party, whether directly or indirectly, in writing, orally, or through tangible objects (such as documents, prototypes, samples, plans, and equipment), designated as “Confidential,” “Proprietary,” or similarly labeled. Information disclosed orally is considered Confidential Information if confirmed in writing as such within a reasonable timeframe after initial disclosure. Confidential Information may also include information disclosed to a party by third parties. Confidential Information does not include information that:
(i) was publicly known and available in the public domain prior to disclosure by the disclosing party; (ii) becomes publicly known and available after disclosure by the disclosing party through no action or inaction of the receiving party;
(iii) is already in the possession of the receiving party at the time of disclosure, as evidenced by the receiving party’s files and records immediately prior to disclosure;
(iv) is obtained by the receiving party from a third party without breaching that third party’s confidentiality obligations;
(v) is independently developed by the receiving party without using or referring to the disclosing party’s Confidential Information, as evidenced by documents and other competent evidence in the receiving party’s possession; or
(vi) is required by law to be disclosed by the receiving party, provided that the receiving party promptly notifies the disclosing party of such requirement prior to disclosure and assists in obtaining an order protecting the information from public disclosure. 

1.6 "Documentation" refers to all standard written user information, in any format, provided by WINSPO to Customer/Licensee regarding the Licensed Product, including instructions, manuals, training materials, and other relevant publications. 

1.7 "Licensed Product" encompasses the virtual learning product offering(s) described in the Supplement and licensed to Customer/Licensee under this Agreement, including course content, LMS software (if applicable), hosting services (if applicable), assessments, and other materials provided by WINSPO. 

1.8 "Order Documentation" includes price quotations, invoices, or other documents provided by WINSPO specifying the Licensed Product and associated support/services offered to Customer/Licensee, accepted by Customer/Licensee through submission of a purchase order or payment of fees. 

1.9 "Intellectual Property Rights" comprise worldwide intellectual and industrial property rights, encompassing copyrights, trademarks, patents, trade secrets, and other proprietary rights. 

LICENSE GRANT. 

2.1 WINSPO grants Customer/Licensee a restricted, non-exclusive, non-transferable license to use the Licensed Product for the specified term upon payment of applicable fees. Additional licensing restrictions detailed in the Supplement apply, and the Licensed Product may only be used for educational purposes by Authorized Users. Customer/Licensee must not use the Licensed Product for any entity other than their own educational purposes without WINSPO's consent. Access to the Licensed Product is limited to Authorized Users and Authorized Third Parties as necessary for use with licensed LMS software. 

2.2 Software. Any LMS or other software provided by WINSPO to Customer/Licensee may only be used in executable code form; access to source code is not included in this license. 

2.3 Copies. Customer/Licensee is prohibited from reproducing the Licensed Product, including assessments and Documentation, without express written consent from WINSPO. However, Authorized Users may print electronically provided Documentation for internal use. 

RESTRICTIONS ON USE OF LICENSED PRODUCT 

3.1 Intellectual Property Rights: Customer/Licensee acknowledges that all materials provided under this Agreement are protected by intellectual property laws, and WINSPO retains all rights to them. Customer/Licensee may not sell, distribute, modify, or create derivative works from these materials without written permission from WINSPO. Additionally, Customer/Licensee agrees not to reverse engineer or use the materials for competitive purposes. Upon termination of this Agreement, all intellectual property rights remain with WINSPO. 

3.2 Confidentiality: Customer/Licensee must ensure that the Licensed Product is only accessed by Authorized Users and, if applicable, Authorized Third Parties, and used in accordance with the Agreement. If providing access to third parties, Customer/Licensee must ensure they acknowledge the proprietary nature of the product and its use limitations. Customer/Licensee may not transfer or make the Licensed Product available to others without WINSPO’s consent. Customer/Licensee must promptly report any unauthorized use or distribution of the product and ensure the confidentiality of access credentials. WINSPO may audit Customer/Licensee’s compliance with these provisions upon request. 

4. SUPPORT AND SERVICES: WINSPO will provide support according to the terms outlined in WINSPO’s Article C Support and Services Policies, which are attached and incorporated into this Agreement. 

5. MATERIALS: Customer/Licensee's license includes access to digital course content provided by WINSPO. Refunds and exchanges are not available for any purchases, and credits expire after one year from payment receipt. 

CONFIDENTIALITY; NON-DISCLOSURE 

6.1 Non-Use and Non-Disclosure: Both parties agree to use Confidential Information only for purposes outlined in this Agreement and to fulfill their respective obligations. They shall not disclose this information to third parties or to employees who do not require it for their duties. Neither party shall reverse engineer or exploit the other party's Confidential Information provided under this Agreement. 

6.2 Maintenance of Confidentiality: Each party will take reasonable steps to protect the secrecy and prevent unauthorized use of the other party's Confidential Information. This includes ensuring that employees with access to such information sign non-disclosure agreements. Copies of Confidential Information require prior written approval and must include proprietary rights notices. 

6.3 Return of Materials: Upon termination of the Agreement or at the disclosing party's request, the receiving party shall promptly return all documents and tangible objects containing Confidential Information to the disclosing party. 

PROTECTED DATA AND INFORMATION 

7.1 Data Protection: WINSPO commits to safeguarding Customer/Licensee’s data at its site through various security measures, including secure server storage and password protection. Copies of Customer/License Data will be provided within ten business days upon written request. 

7.2 Personal Identifying Information: WINSPO will handle personally identifying information provided by Customer/Licensee with care, using it solely for service purposes. Disclosure may occur in specific circumstances outlined in the Agreement, such as legal requirements or business needs. Aggregated, non-personally identifying information may be used for business analysis. 

CHARGES AND PAYMENTS 

8.1 Fees and Taxes: Customer/Licensee agrees to pay WINSPO for all applicable fees, including taxes, related to Licensed Product and services. If claiming tax-exempt status, evidence must be provided upon request. Pricing is in USD and nonrefundable. 

8.2 Overages: Customer/Licensee is responsible for overages invoiced by WINSPO. Overages occur when usage exceeds licensed units. WINSPO reserves the right to audit usage and invoice for overages. Timely provision of usage information is required; failure may result in access suspension. 

8.3 Payment Terms: Fees are due per invoice terms. Late payments incur a 1.5% monthly charge.

WINSPO WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY 

9.1 Limited Warranty: While WINSPO cannot guarantee the uninterrupted or error-free performance of the Licensed Product, it warrants that the product will substantially conform to the specifications in the Documentation. If it fails to meet this standard, the Customer/Licensee must notify WINSPO in writing, and WINSPO will endeavor to correct the issue. If unsuccessful, WINSPO will refund the license fees paid during the current term, terminating the license. 

9.2 Disclaimer: Except as expressly stated, there are no other warranties, whether express or implied, regarding the Licensed Product, support, or services in this Agreement. The limited warranties provided herein give Customer/Licensee specific legal rights, which may vary by jurisdiction. 

9.3 Limitation of Liability: Neither WINSPO nor its licensors or service providers shall be liable to Customer/Licensee for any special, indirect, incidental, or consequential damages, including lost profits or data, or third-party claims arising from this Agreement. In any event, Customer/Licensee's remedy is limited to receiving actual and direct damages up to the charges paid to WINSPO for the relevant Licensed Product or service during the current license term. 

9.4 Infringement Guarantee: WINSPO assures that all parts of the Licensed Product are free from patent, copyright, and trademark infringement claims. WINSPO will indemnify and defend Customer/Licensee against any such claims, covering expenses incurred. If any part of the Licensed Product is found or likely to be infringing, WINSPO may, at its expense, either secure the right for Customer/Licensee to continue using it, replace or modify the infringing part, or refund the corresponding portion of the license fees. 

10. INDEMNIFICATION: Customer agrees to defend, indemnify, and hold harmless WINSPO, its Affiliates, and their employees, officers, and board members from any liabilities, claims, damages, or expenses arising from (i) Customer's breach of this Agreement, (ii) Customer's actions or negligence, (iii) failure to comply with laws, or (iv) any data breach, excluding actions by WINSPO. Customer must provide defense upon WINSPO's request, even after the Agreement ends, and regardless of insurance coverage or liability limitations.

11. AUDIT: WINSPO reserves the right to audit course enrollment and Customer/Licensee's use of the Licensed Product at any time during the Agreement's term. 

TERM AND TERMINATION: 

12.1 Access Duration: Access to a Licensed Product for a specified term starting upon WINSPO granting access as per Order Documentation. 

12.2 Renewals: Licenses end but may be renewed under current terms, with renewal rates based on WINSPO's pricing. 

12.3 Suspension or Termination: WINSPO can suspend or terminate access for breaches, while either party can terminate with 30 days' notice for material breach. Immediate termination is possible for specific violations by Customer/Licensee. Reinstated access after non-payment is subject to this agreement unless new terms are provided. 

12.4 Effects of Termination: Upon termination, fees must be settled, and certain provisions, including warranties and indemnification, survive termination. 

12.5 Use After Termination: Customer/Licensee must cease using and delete Licensed Product components upon termination. Certification of compliance and access for audits may be required by WINSPO. 

WINSPO HOSTED PRODUCTS AND SERVICES: 

13.1 Availability: WINSPO aims to schedule maintenance during low-usage times and will communicate any planned outages in advance. However, disruptions may occur due to factors beyond WINSPO's control, such as internet infrastructure issues. WINSPO will make reasonable efforts to minimize disruptions, but it shall not be liable for downtime. 

13.2 Service Providers: WINSPO may use its own or third-party services for providing LMS access and hosting services for Licensed Products. 

13.3 Compatibility: Customer/Licensee must ensure compatibility with WINSPO's standard specifications for the Licensed Product. These specifications are subject to change over time. WINSPO does not provide devices or internet access as part of the Licensed Product. 

COMPLIANCE WITH LAWS: 

14.1 General Compliance: Both parties agree to comply with all relevant federal, state, and local laws, rules, and regulations during the agreement's execution.

14.2 COPPA Compliance: Customer/Licensee must ensure compliance with COPPA and its regulations. 

14.3 Confidential Student Information: WINSPO, designated a school official, commits to using confidential student information solely for this Agreement and abides by related laws. WINSPO indemnifies Customer/Licensee for any violations and survives this Agreement's termination. 

14.4 Data/Security Breach: Both parties agree to comply with §501.171, Florida Statutes, regarding data breaches and promptly notify each other of any breaches. 

 GENERAL 

15.1 Governing Law and Venue: This Agreement is governed by the laws of the State of Florida. Any legal actions arising from this Agreement shall be filed in a state court located in Polk County, Florida. 

15.2 Dispute Resolution: In the event of disputes, the parties will make their best efforts to resolve them before initiating legal proceedings. The resolution process will primarily involve the CEO of WINSPO and the senior executive of Customer/Licensee. 

ARTICLE B: SUPPLEMENTAL LICENSE TERMS AND CONDITIONS 

1. Licensing WinSpo Courses: 

1.1 Pricing: The fee structure for licensing WinSpo courses is based on a per-student, per-course rate. This rate may vary depending on factors such as whether the course is full-credit or half-credit and the geographical location of the students. 

1.2 License/Payment Terms: Upon agreeing to license WinSpo courses, the Customer/Licensee commits to paying the current list price as specified in the order documentation. Invoices are issued after students are enrolled for a certain period, and payment is expected within a stipulated timeframe. Failure to adhere to payment terms may result in the suspension of services. 

1.3 Withdrawals: Customers have the option to withdraw students within a specific timeframe without incurring any charges. However, after this initial period, fees may apply for withdrawals. 

1.4 Training: As part of the licensing agreement, WinSpo may provide online training sessions for personnel involved in supporting students enrolled in WinSpo courses. This training may include asynchronous videos designed to enhance the skills and knowledge of facilitators, guidance counselors, or other relevant staff members. 

1.5 Administrative and Teacher Support: WinSpo provides coaches and teachers to provide support and guidance to the Customer/Licensee's students throughout their enrollment. 

1.6 Facilitator: It is a requirement for the Customer/Licensee to designate a Facilitator who will serve as the primary point of contact between the organization and WinSpo. The Facilitator's responsibilities include coordinating with WinSpo regarding course-related matters and overseeing the progress of enrolled students. 

1.7 Grading; Credit: WinSpo is responsible for issuing grades to students enrolled in its courses. However, the decision to grant academic credit for these courses rests solely with the Customer/Licensee. 

1.8 Individualized Education Programs (IEP): Customer/Licensee must ensure that appropriate support services are provided to students with special needs, including those outlined in their Individualized Education Programs (IEPs). 

1.9 Disciplinary History: As part of the licensing agreement, Customer/Licensee is required to disclose any relevant disciplinary history of students enrolling in WinSpo courses. WinSpo retains the authority to accept or deny participation based on this information. Additionally, students are obligated to self-report any instances of criminal activity while enrolled in WinSpo courses. 

SUPPORT 

2.1 Call Center Support: WinSpo offers call center support services during its regular business hours from Monday to Friday, excluding designated holidays. These services cater to the technical needs of program administrators and staff. However, it's important to note that call center support is not available to teachers, students, or their parents. Its scope is limited to addressing technical issues related to the use of WinSpo's Licensed Products and does not extend to providing training or instructional support. 

 2.2 Updates: Customers with an active subscription to WinSpo's Support Plan are entitled to receive notifications regarding all updates to the Licensed Products they have licensed. These updates are essential for ensuring that customers have access to the latest features and enhancements. 

2.3 Course Retirement: WinSpo reserves the right to retire specific course versions or entire course titles as deemed necessary. This decision may be influenced by factors such as changes in educational standards or the introduction of newer versions of the courses. In such cases, WinSpo will inform Customer/Licensee of the retirement and provide guidance on potential alternatives.

 2.4 Customer/Licensee Responsibilities: To qualify for support services, Customer/Licensee must fulfill certain responsibilities. These include providing necessary information for troubleshooting, and ensuring compatibility with system requirements. 

ARTICLE D: MARKETING TERMS AND CONDITIONS 

1. MANAGEMENT RESPONSIBILITY
WINSPO's role is to equip Customer/Licensee with essential tools and resources aimed at fostering business growth and development. However, it's crucial to emphasize that while WINSPO provides these tools, Customer/Licensee retains full accountability for the performance and compliance of its business operations. This includes ensuring adherence to regulatory, legal, and contractual obligations. Customer/Licensee is solely responsible for the outcomes, actions, and results derived from the utilization of products and services provided by WINSPO. 

2. INTELLECTUAL PROPERTY
All content produced by WINSPO within the scope of the services rendered remains the exclusive intellectual property of WINSPO. This includes but is not limited to software, web code, graphics, design elements, and any other materials developed or licensed by WINSPO for Customer/Licensee. Usage of this content is strictly restricted to the Customer/Licensee and may not be resold, licensed, or granted for third-party use without prior written consent from WINSPO. 

3. MARKETING USAGE
Customer/Licensee is required to include a link to the WINSPO website in all digital marketing and promotional activities. Additionally, any specific use of WINSPO trademarks or trade names in advertising copy, web content, marketing materials, literature, or promotional materials, including on Customer/Licensee letterhead, must be submitted in advance to the Customer/Licensee’s WINSPO Account Manager for written approval. 

ARTICLE E: DEMO ACCESS – MUTUAL NONDISCLOSURE AGREEMENT 

1. Purpose
The primary objective of this agreement is to facilitate the exploration of mutual business opportunities between WinSpo ("WINSPO") and the Company. 

2. Definition of Confidential Information
This agreement establishes safeguards for the protection of confidential technical and business information exchanged between the parties. Confidential Information encompasses any data disclosed by either party, whether in written, oral, or tangible form, and designated as "Confidential" or "Proprietary." 

3. Non-use and Non-disclosure
Both parties agree not to utilize or disclose the Confidential Information of the other party for any purpose other than evaluating or discussing potential business relationships. Confidential Information shall only be disclosed to employees who require access for the evaluation or discussion of such relationships. 

4. Maintenance of Confidentiality
Both parties commit to implementing reasonable measures to safeguard the confidentiality of the other party's Confidential Information. This includes ensuring that employees with access to such information sign non-use and non-disclosure agreements. 

5. No Obligation
Neither party is under any obligation to proceed with any transaction resulting from the discussions facilitated by this agreement. Both parties reserve the right to terminate discussions concerning the business opportunity at their discretion. 

6. No Warranty
All Confidential Information provided under this agreement is provided "as is," with no warranties, express or implied, regarding its accuracy, completeness, or performance. 

7. Return of Materials
Upon request, all documents and tangible objects containing or representing Confidential Information shall be promptly returned to the disclosing party. 

8. No License
This agreement does not grant either party any rights to the other party's intellectual property, including patents, mask work rights, or copyrights.
9. Term
The obligations of each party under this agreement shall remain in effect until all Confidential Information disclosed hereunder becomes publicly known and available without any action or inaction by the receiving party. 

10. Remedies
Violation or threatened violation of this agreement may result in irreparable harm, entitling the non-breaching party to seek injunctive relief in addition to legal remedies. 

11. Miscellaneous
This agreement may be executed in multiple counterparts, each of which shall be deemed an original. It shall be governed by Florida law, and the parties consent to the exclusive jurisdiction and venue in Polk County, Florida, for any actions arising from or related to this agreement. This document constitutes the entire agreement between the parties regarding its subject matter, and any failure to enforce any provision shall not constitute a waiver thereof.