Heinemann Terms of Purchase

The following Heinemann Terms of Purchase apply to the purchase of all Heinemann Physical Products, Digital Products, Services and Pilots. Additional terms and conditions may pertain to the use of specified platforms or products. In the event that Heinemann is an authorized licensor of any Digital Products owned by third parties, the Terms of Use and Privacy Policies associated with such third-party products may apply.

The Heinemann Products Privacy Policy governs all Heinemann Products in relation to privacy matters and is incorporated herein.

TERMS APPLICABLE TO DIGITAL PRODUCTS

In addition to the above General Terms applicable to all Products, the following terms are applicable to the purchase of Digital Products. In the event of a discrepancy between the General Terms and the Terms Applicable to Digital Products, the Terms Applicable to Digital Products shall apply.

1. SUBSCRIPTION TERM. Any subscription to Digital Products is for the price and time period or term listed in the applicable Order Document(s). If Customer wishes to extend any Subscription Term, a purchase order, change order, or amendment is to be negotiated for additional fees. If no commencement date for the Subscription Term to the Digital Products is specified in the applicable Order Document(s), the Subscription Term shall be deemed to commence on the date on which the Customer is granted access to the Digital Product as delivered by Heinemann, NOT upon Customer activation of the Digital Product, and shall continue until the end of the Subscription Term. Upon expiration or termination of the Subscription Term, Customer will no longer have permitted access to the Digital Product. In the event that Heinemann must discontinue access to a Digital Product prior to expiration of the Subscription Term, Heinemann shall provide a pro-rated credit to Customer applicable toward the purchase of other Heinemann Products. Such pro-rated credit shall reflect the portion of the Subscription Term that remains unused as of the date of discontinuation of the Digital Product. 
2. HOSTING. Any Digital Products purchased for a limited Subscription Term shall be hosted by or through Heinemann. Any Heinemann Digital Products Customer wishes to self-host would be considered a separate transaction, and separate agreements and fees are to be negotiated. Self-hosted versions of many of Heinemann's Digital Products are not available for license. In the case of Digital Products that are self-hosted in whole or in part, upon expiration or termination of the applicable Subscription Term, Customer must immediately cease using the Digital Product, delete or destroy any copies of the Digital Product and, if requested, confirm to Heinemann that the Customer has complied with these requirements.
3. ALLOCATION OF LICENSES. Heinemann will provide Customer with the number of credentials with respect to Digital Products equal to the number of students, teachers or administrators licensed by Customer under the applicable Order Document(s).
4. LICENSE LIMITATIONS. Customer may not: (1) re-sell, rent or lease a Digital Product or any part of it; (2) copy any part of a Digital Product, except where specifically indicated otherwise or for back-up purposes; (3) reverse engineer, decompile or disassemble a Digital Product or the software through which it is delivered, or convert it into any other format or medium; (4) use more copies of a Digital Product, or deploy a Digital Product on more devices or at more sites, than are authorized by these Terms Applicable to Digital Products and the applicable Order Document(s), or (5) sub-license the Digital Products except as permitted by Heinemann.
5. SECURITY. Customer acknowledges that Digital Products may include security technology to ensure that they may only be used in accordance with the applicable license rights. Customer shall take all reasonable security measures to prevent unauthorized access to the Digital Products. Customer agrees to: (1) accept all responsibility for all activities that occur under user name(s) or password(s) used by Customer; and (2) immediately notify Heinemann of any unauthorized use of any password or account assigned to Customer, or any other breach of security or confidentiality thereof. In such event, Heinemann shall have the right, without limitation of any other rights under this Agreement, to terminate any such account or this Agreement in its entirety. In the event that Customer transmits Customer Materials to Heinemann outside of Heinemann’s secure software (e.g. in association with the provision of any Services), Customer agrees to use a secure conduit (e.g., HTTPS) for the transmission of such Customer Materials. Heinemann shall have no obligation to monitor Customer Materials, but Heinemann reserves the right to do so and to remove or disclose any Customer Materials as necessary to satisfy any applicable law, regulation, legal process or governmental request, and Heinemann will use reasonable efforts to notify Customer reasonably in advance.
6. THIRD PARTY PRIVACY POLICIES. In connection with Customer's use of Digital Products owned and hosted by Heinemann, Heinemann Products Privacy Policy shall apply. Please note that in some instances Digital Products are owned and hosted by third parties. In such cases, there may be other specific privacy policies that apply. In such cases, you should refer to the applicable third-party privacy policy for that Digital Product(s).

TERMS APPLICABLE TO SERVICES

In addition to the General Terms, the following terms apply to the purchase of Services. In the event of a discrepancy between the General Terms and the Terms Applicable to Services, the Terms Applicable to Services shall apply.

1. PURCHASE ORDER. At least thirty (30) days prior to the first date of Services, Customer shall provide Heinemann with a purchase order. If Customer’s purchase practice is not to provide a purchase order, Customer agrees that it shall sign a Services Agreement or contract and make prompt payment under the terms set forth herein for all Services delivered to Customer by Heinemann.
2. LOGISTICS. No less than thirty (30) days before a Services Date, Customer shall provide to Heinemann the following information: shipping address for physical materials, email address for digital delivery, the address and other pertinent details (e.g., room number) of Services delivery sites, and the number of participants for each day of Services to be delivered. Heinemann reserves the right to charge Customer expedited shipping charges if additional shipping or handling charges are incurred by Heinemann, or to reschedule the Services without penalty, as a result of Customer’s failure to provide the necessary information within this timeframe.
3. REGISTRATION, SCHEDULING, RESCHEDULING AND CANCELLATION.
   1. REGISTRATION AND SCHEDULING.
      1. Seminars and Speaker Services.The scheduling of Seminars and Speaker Services to be delivered on specified dates (“Services Dates”) shall be outlined in the purchase order or agreement. Seminars and Speaker Services to be delivered on dates to be determined (“TBD Dates”) must be delivered within twelve (12) months of Heinemann’s receipt of the purchase order or other agreement. Fees paid for any TBD Dates not consumed within twelve (12) months will be forfeited by the Customer. When scheduling TBD Dates, the Customer shall contact Heinemann at least six (6) weeks prior to the first day on which the Customer would like the Seminar and/or Speaker Services to begin. Heinemann cannot guarantee availability of dates for specific consultants.
      2. One-day Workshops, Webinars, and Multi-day Institutes. Each of these events are scheduled under open-enrollment and registrations are accepted up until the date of the event. Events fill quickly so register early.
      3. On-Demand Courses. Once registered, access continues for 365 days from the date you activate your course.
   2. DATE CHANGES/RESCHEDULING.
      1. Seminars and Speaker Services.
         1. Seminars and Speaker Services Dates, once scheduled, may be changed only upon the mutual agreement of Heinemann and the Customer. In addition to rescheduling fees, as set forth below, any change to the dates or the type of Seminars and Speaker Services herein may change the fees that will be charged.
         2. Any date change requests must be received by Heinemann from the Customer no less than thirty (30) days prior to the scheduled Seminars and Speaker Services Date. All rescheduled Seminars and Speaker Services Dates must be delivered within twelve (12) months of Heinemann’s receipt of the purchase order or other agreement. All rescheduled Seminars and Speaker Services Dates not consumed within twelve (12) months will be forfeited by the Customer and no refund of any prepaid fees shall be given.
         3. For any Seminar and Speaker Services Date changes made at any time by Customer for any reason, Customer shall reimburse Heinemann 100% of any out-of-pocket expenses or travel costs spent by Heinemann in connection with preparation for providing the Seminar and Speaker Services (e.g., travel already booked).
      2. One-Day Workshops and Multi-Day Institutes. Substituting a participant for a One-Day Workshop or Multi-Day Institute is permitted at any time prior to the workshop and/or institute start.
      3. Webinar:
         1. Live Webinar Series. Customers are provided access to a recording of the webinar that can be viewed after the scheduled live webinar series occurs.
         2. Pre-recorded Webinar Series. Access to recordings will vary. Please see specific product webpage for more information.
      4. On Demand Courses.Customer may access an on demand course at any time during the 365 day period from activation.
   3. CANCELLATIONS/DEFAULT.
      1. Seminars and Speaker Services.
         1. Customer may cancel Seminar and Speaker Services without incurring any cancellation fee prior to the scheduling of a Seminar and Speaker Services Date by providing Heinemann no less than thirty (30) days’ written notice prior to the Seminar and Speaker Services Date.
         2. Cancellations received from Customer less than thirty (30) days prior to the Seminar and Speaker Services Date shall result in payment by Customer of a cancellation fee of 50% of the fees for the cancelled Seminar and Speaker Services. Cancellations received from Customer less than seven (7) days in advance of the Seminar and Speaker Services Date shall result in payment by Customer of a cancellation fee of 75% of the fees for the cancelled Seminar and Speaker Services.
         3. Cancellations received from Customer less than 24 hours prior to the Seminar and Speaker Services Date, or if Customer is absent from the scheduled Service, shall result in payment by Customer of a cancellation fee of 100% of the fees for the cancelled Seminar and Speaker Services.
         4. If a cancellation involves more than one Seminar and Speaker Service Date, any cancellation fees shall be prorated accordingly. In all cases, Customer shall pay for any Seminar and Speaker Services actually delivered.
         5. For any cancellation of Seminar and Speaker Services Dates at any time for any reason, Customer shall reimburse Heinemann 100% of any out-of-pocket travel or other ancillary costs spent by Heinemann in connection with preparation for providing the Seminar and Speaker Services in accordance with this Agreement (e.g., travel already booked).
      2. One-day Workshops. Customers have up until seven (7) days prior to the workshop to cancel for a full refund. All cancellations must be communicated in writing to workshops@heinemann.com. If a Customer cancels within seven (7) days of the workshop, we will retain a $25.00 cancellation fee and you will be refunded the remainder. If we do not receive prior written notice of cancellation and you do not attend, there will be no refund given. For cancellations, please email us at workshops@heinemann.com.
      3. Webinar series. All cancellations must be communicated in writing to workshops@heinemann.com. Once a live or recorded webinar is viewed, refunds are no longer available.
      4. Multi-day Institutes. All cancellations must be communicated in writing to workshops@heinemann.com. Customers have up to fourteen (14) days prior to the institute to cancel for a full refund. If a Customer cancels between fourteen (14) and seven (7) days of the institute, we will retain a 25% cancellation fee and Customer will be refunded the remainder. If a Customer cancels between seven (7) days and the start of the Institute, we will retain a 50% cancellation fee and Customer will be refunded the remainder. If we do not receive prior notice of cancellation and a Customer does not attend, there will be no refund given.
      5. On Demand Courses. Customer may cancel an on demand course only prior to activating said course. No refunds will be provided after activation.
4. PROHIBITION ON REPRODUCTION. No part of the Services or any related materials, whether delivered in person or virtually, may be videotaped, audio taped, photographed or in any way copied, including screen grabs, excerpted, reproduced, shared or distributed without the prior written consent of Heinemann. Participants must also refrain from using their cell phones and other electronic devices during the presentation of the Services, unless instructed as part of participating in the presentation of Services. To ensure the quality of the Services for other participants, participants may be asked to leave if they engage in this activity.
5. COURSE CREDITS AND OTHER THIRD PARTY OFFERS. Heinemann may offer the availability to purchase third party products or services through its website, and may facilitate Customer’s ability to order from these parties such as by means of a link or an order form. Heinemann is not responsible for these third parties or their products or services. One example is continuing educational credits offered through third party providers for Customer’s successful completion of certain Heinemann courses. When you order such credits, Heinemann will provide information required by the provider to facilitate its determination as to what if any credits are available. However, the purchase and award of such credits, and whether they will be accepted by a Customer’s employer, professional certification organization, state or any other third party are not Heinemann’s responsibility.

TERMS APPLICABLE TO PILOTS

In addition to all of the above Terms, where Pilots are permitted by applicable law and otherwise available, the following terms are applicable to the Pilots. In the event of a discrepancy, the Terms Applicable to Pilots shall apply. The Heinemann Products Privacy Policy shall govern the use of any data collected and/or used for a Pilot.

1. CONSIDERATION. In partial consideration of its participation in the Pilot, Customer agrees to cooperate with Heinemann’s efforts to gather data (including but not limited to performance, usage, and other data at the building, grade, teacher and student levels), testimonials and other information relating to the Pilot. Heinemann may meet with the Customer to review success data and other information obtained in connection with the Pilot or from the use of Products in the Pilot (“Pilot Materials”). Customer agrees that de-identified or anonymized data and other information may be quoted, reproduced and otherwise used in any manner whatsoever, including without limitation, in Product development, Product improvement, demonstration of Product efficacy, white papers or research studies.
2. PILOT MATERIALS. Pilot Materials shall be provided in limited quantities as specified in the Pilot Proposal and only for the duration of and otherwise within the scope of the Pilot. Participation in the Pilot shall not thereby entitle Customer to participation in future pilots or additional access to Pilot Materials or to other instructional materials.
3. OWNERSHIP. To the fullest extent permitted by law, where the Customer does not share in the funding of the Pilot, Heinemann retains ownership of all Pilot Materials. Heinemann also retains all right, title and interest in and to any Pilot Materials consisting of software licensed to the Customer for the limited period of the Pilot. In the event that the Heinemann program relating to the Pilot is selected and purchased by Customer at the end of the Pilot, Customer will have the option to purchase or license the Pilot Materials on terms to be negotiated between Heinemann and Customer. Where the Customer does not share in the funding of the Pilot, and the piloted Heinemann program is NOT selected by the Customer at the end of the Pilot, Customer shall discontinue use of all Pilot Materials provided under license and return such Pilot Materials to Heinemann (and Heinemann is entitled to terminate access to or collect all Pilot Materials owned by Heinemann at its discretion). Customer is not permitted to resell any Pilot Materials.
4. DAMAGE AND/OR LOSS. Customer is responsible for any damage or loss to Heinemann owned Pilot Materials during the Pilot.
5. TERMINATION. Where Customer has not participated in the funding of the Pilot, Heinemann may terminate the Pilot at any time upon thirty days prior written notice to Customer.

DEFINITIONS

The following terms used throughout this agreement, whether used in the singular or plural, shall have the meanings set forth herein.

1. “Customer” means the legal entity identified on the purchasing or registration materials. For purposes of this Agreement, Customer includes affiliates specifically listed in a purchase order or in other purchasing or registration materials. Such affiliates agree to be bound by the terms of this Agreement. Customer is responsible for compliance with the terms of this Agreement by all affiliates, subsidiaries and subdivisions purchasing Products hereunder.
2. “Customer Materials” means the materials, data and information belonging to a Customer and provided to Heinemann, either directly or by granting Heinemann access to Customer’s files/systems, for the purpose of using a Heinemann Product.
3. "Digital Product(s)" means non-tangible, digital versions of Products, whether licensed on a fixed, perpetual or subscription term.
4. “Order Document(s)” means the Heinemann cost proposal or Heinemann quotation and order form.
5. "Physical Product(s)" means any Product versions that are not Digital Products, including printed books, other printed materials, and the physical media (CDs, DVDs, videos, other audio/ video/multimedia products) that carry copies of any Digital Product(s) delivered to Customer, and any other physical copies of Products.
6. “Pilot” means the paid or unpaid, full or partial access to Products for a specific, limited period of time for evaluation and trial of the Product prior to Customer’s decision on whether or not to purchase the Product in full. Pilots are generally of short-duration and for limited Product in order for a Customer to evaluate how a full-scale implementation of Products will work in practice. Ownership of the Product remains with Heinemann unless and until full purchase of the Pilot Materials, as hereinafter defined, is completed.
7. "Product(s)" collectively refers to all Heinemann Physical Products, Digital Products, Pilots and Services.
8. “Services” means professional development services delivered personally to the Customer either , in person or on site as specified in the purchase order or other ordering documents or statement of work(s), which may include training, professional development, coaching, consulting, conferences, courses, “Getting Started” and implementation training, and software implementation, for Customer as agreed to by the parties, under this Agreement.
9. “Subscription Term” means the license term for the subscription to a Digital Product.