School Terms & Conditions

These School Terms of Service (this “Agreement”) are made and entered into as of the Effective Date on a Mango approved order form (“Order Form”) between the Customer and Creative Empire LLC, d/b/a Mango Languages, a Michigan limited liability company (“Mango”).  
  1. SERVICES. Subject to the satisfaction of the terms and conditions of this Agreement and solely during the Initial Term and any Successor Term(s), if applicable, Mango shall provide Customer access to the services on the Order Form  (“Services”).
 
  1. The “Initial Term” shall start on the Agreement Start Date and end on the Agreement End Date.  The Initial Term shall automatically be extended for successive one (1) year terms (each, a “Successor Term”) unless either party provides written notice to the other party not less than thirty (30) days prior to the end of any term of its intent not to extend the term. The terms and conditions of this Agreement shall remain in full force and effect during any term unless modified in writing by the parties on a Mango Change Order signed by both parties. Notwithstanding the foregoing, Mango reserves the right to terminate any trial period at any time without notice.
 
  1. Customer shall pay Mango within 30 days of Customer’s receipt of an invoice from Mango. Multi-year terms with annual payments are invoiced annually in equal annual installments.  Payments shall be payable by check, wire transfer, or other immediately available funds. Prior to the commencement of each Successor Term, Customer and Mango shall agree upon any changes to the Services and the amount Customer shall pay Mango for the upcoming Successor Term.
 
  1. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SERVICES PURCHASED BY CUSTOMER FROM MANGO ARE PROVIDED “AS IS”. MANGO DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  To the maximum extent permitted by applicable law, neither Mango nor its affiliates, licensors or distributors shall be liable to the Customer for any lost profits, cost of substitute goods or services, or any form of indirect, special, incidental, consequential or punitive damages from any causes of action arising with respect to the Services that Customer purchases from Mango, whether arising in tort (including negligence), contract, strict liability or otherwise, whether or not such party has been advised of the possibility of such damage.  In no event shall Mango’s aggregate liability under this Agreement exceed the amount actually paid by Customer for the applicable Services in the preceding 12 months.
 
  1. Mango hereby grants the Customer’s Authorized Users a limited license to access and make use of the Services. “Authorized Users” means users who are enrolled students, teachers, administrators, or other staff members of the Customer. The Customer shall only be permitted to have the total number of licenses granted as part of the Services. However, each student that is an Authorized User may add up to five (5) immediate family members to their own account, which shall not count against the number Authorized Users of Customer.  Customer will make reasonable efforts to protect Mango’s proprietary information (including but not limited to Mango’s intellectual property and other similar Content (as defined below)), will promptly notify Mango if Customer discovers there is unauthorized use of Mango’s Services and will cooperate with Mango to remediate the situation.
 
  1. LICENSE CONDITIONS. As a condition of the license granted in paragraph 5 above, Customer agrees:
 
  1. Not to modify any part of the Services, except with the express and prior written consent of Mango;
  2. Not to download any part of the Services, except as allowed in the normal course of usage of the Services;
  3. Not to download or copy any account information for the benefit of another merchant;
  4. Not to resell or make any commercial use of the Services or its Content;
  5. Not to reproduce, duplicate, copy, sell, resell or otherwise exploit the Services for any commercial purpose without the express written consent of Mango;
  6. Not to make any derivative use of the Services or its Content;
  7. Not to frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Mango except for the purposes of this Agreement and for promoting the Services;
  8. Not to use any meta tags or any other “hidden text” utilizing the Mango name or trademarks without the express written consent of Mango;
  9. While Mango attempts to ensure that its Services are available 24 hours a day, Mango shall not be liable if for any reason its Services are unavailable at any time or for any period; provided however, that Mango shall use its best efforts to provide adequate capacity and bandwidth to support the Customer’s needs and provide the Services on a 24 hour basis except for routine maintenance (for which the Customer is pre-notified). In the event that Mango fails to provide such Services for five days within a 30-day period, Mango shall provide a pro rata refund for the 30-day period in question;
  10. Access to Mango’s Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Mango’s control;
  11. Certain Content owned or licensed by Mango may be added, removed or unavailable from time to time. Such Content changes shall not be deemed a breach of this Agreement by Mango.
  12. Neither the Customer nor any of its Authorized Users shall show any Content, including without limitation any video clips or movies which may be included in the Content, to any public group or other third parties who are not Authorized Users, and Customer and its Authorized Users shall abide by all Movie Regulations (if applicable) listed at https://mangolanguages.com/legal/movie-regulations/;
  13. Both Customer and its Authorized Users may deny or revoke their consent for Mango to use any of its/their Personal Data at any time as allowed by data protection law. However, both Customer and its Authorized Users acknowledge that any such denial or revocation of consent may materially degrade, or in some cases even entirely prevent, Customer or Authorized Users’ ability to access and/or use all of Mango’s software, functions, or features; and
  14. Any rights not expressly granted in these terms are reserved.
 
  1. Mango agrees to indemnify, defend and hold harmless the Customer from and against any loss, claim, judgment, liability, damage, action or cause of action (including reasonable attorneys’ fees and court costs) arising out of or in connection with a third party claim that Mango has infringed or misappropriated the patent, copyright, trademark or other intellectual property rights of a third party. Both parties agree to indemnify, defend and hold the other party and all of their respective members, directors, officers, employees, attorneys and agents (collectively, “Agents”) harmless from and against any loss, claim, judgment, liability, damage, action or cause of action (including reasonable attorneys’ fees and court costs) arising out of or in connection with a third party claim arising out of the negligence or willful misconduct of that party or their respective Agents with respect to any obligation, term or condition of this Agreement.
 
  1. Mango shall support the Customer by responding to emails and phone calls from the Customer. Mango shall make reasonable efforts to respond to all customer support issues during normal business days between the hours of 9 a.m. and 7 p.m. Eastern Time, Monday through Thursday, and 9 a.m. and 5 p.m. Eastern Time on Fridays.
 
  1. Mango shall from time to time update its online software and Content related to the Services in its absolute discretion. The Customer shall only receive updates to the licensed Services. Any changes or enhancements to Mango’s consumer edition and/or other editions not specifically listed on the Customer’s Order Form will not necessarily be made to the Services licensed to Customer.
 
  1. Mango intends to provide Authorized Users unlimited access to the Services. In the event that the Customer’s Authorized Users exceed what Mango deems reasonable usage during the term of this Agreement (i.e., Mango determines that usage of the Services is being excessively abused by a particular user id and password), Mango shall assume that either the number of Customer’s Authorized Users was grossly underestimated or there is piracy of Mango’s Service from outside sources. Under such circumstances, Mango reserves the right to restrict or limit access to the Services (“Access Limitation”). Mango shall make every effort to provide notice to and cooperate with Customer prior to any Access Limitation.
 
  1. STUDENT DATA PRIVACY & PROTECTION. For the purposes of this section, “Student Data” means all confidential student information provided by Customer to Mango or collected by Mango in direct connection with providing the Services to Customer, that contains personally identifiable student data or non-public student information. “Student Data” as used herein includes personally identifiable information contained in student education records as that term is defined in the Family Educational Rights and Privacy Act (“FERPA”).  For the avoidance of doubt, as permitted by FERPA, Student Data does not include de-identified data as that term is defined in FERPA. At all times during the Initial Term and any Successor Term(s), Mango shall act as a “school official” as defined by FERPA, and Mango will:
    1. maintain appropriate technical and organizational measures to protect the Student Data that it collects or receives under the terms of this Agreement against unauthorized or unlawful transfer, processing or alteration and against accidental access, loss, damage, processing, use, transfer or destruction;
    2. provide reliable and secure systems operated by, or on behalf of, Mango that process Student Data in connection with this Agreement;
    3. promptly notify Customer in writing of any (i) breach of the security of any such systems that has resulted in the compromise of Student Data; or (ii) other unauthorized access to or use of Student Data and information, and cooperate with School with respect to any such breach or unauthorized access or use;
    4. only collect, access, process, use, disclose, or transfer Student Data for the purpose of providing the Services to Customer under this Agreement; and
    5. comply with all applicable local, state, and federal privacy and data protection laws governing Student Data including, without limitation, FERPA and the Children’s Online Privacy Protection Act of 1998 (“COPPA”).
 
  1. RESTRICTED ACCESS TO STUDENT DATA. Mango agrees that Mango’s access, processing and storage of Customer’s Student Data shall be conducted in a manner that does not permit access to Student Data by individuals, agencies or organizations other than Mango’s employees, agents, contractors and subprocessors (collectively, “Representatives”) who have legitimate interests in the information and who require access to Student Data in order for Mango to provide the Services. Mango shall ensure that its Representatives are bound by data privacy and security obligations no less stringent than those set forth in this Agreement.
 
  1. INTELLECTUAL PROPERTY. All materials on Mango websites or accessible as part of the Services, including without limitation, text, images, logos, software, audio content and video clips, databases, e-mails, and posted comments and reviews (collectively, the “Content”) are owned or controlled by Mango, its affiliates and/or its licensors, who retain all right, title, and interest in and to the Content. The Services, websites and Content are protected by the copyright and trademark laws of the United States and other countries, international conventions, and other applicable laws. Customer shall use all reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting Mango’s intellectual property rights.
 
  1. LICENSE OF CUSTOMER’S Customer agrees to grant Mango a non-exclusive, non-transferable, royalty-free, right and license, solely during the Initial or any Successor Terms of the Agreement, to reproduce, display, and otherwise use the trademarks, service marks, logos, and trade names of Customer solely in connection with the advertising and promotion of Mango’s language learning business.
 
  1. APPLICABLE LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, excluding any conflicts of law provisions. The parties hereto agree to submit any suit arising under or relating to this Agreement to any state court of competent jurisdiction located in Oakland County, Michigan, or in the United States District Court for the Eastern District of Michigan, and the parties hereto waive any objection to submitting to the personal jurisdiction and venue therein.
 
  1. FORCE MAJEURE. Neither party hereto shall be deemed in default of this Agreement to the extent that performance of its obligations under this Agreement (other than any payment obligations) are delayed or prevented solely by supervening conditions beyond a party’s reasonable control, including without limitation natural disasters, war, terrorism, strikes, power outages, internet connectivity outages, labor disputes, and government demands or requirements (each, a “Force Majeure”), provided that such party gives the other party written notice thereof within fifteen (15) days of its discovery of a Force Majeure event that prevents the performance of its obligations under this Agreement (other than any payment obligations). The time for performance shall be extended for a period equal to the duration of the Force Majeure, not to exceed six (6) months.
 
  1. All prices for the Services and other amounts in this Agreement are exclusive of any applicable customs, duties, assessments, fees and taxes, including any applicable value added or any other sales taxes (collectively, “Taxes”). Customer shall be responsible for payment of any and all applicable Taxes to the extent required under applicable law.
 
  1. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Mango and the Customer regarding the subject matter hereof, supersedes all prior or contemporaneous agreements, understandings or negotiations between Mango and the Customer, whether written or oral, regarding the subject matter hereof, and may be amended, modified or waived only by a Mango Change Order signed by Mango and Customer. Notwithstanding the foregoing, no terms, provisions or conditions of any Customer purchase order (including Customer’s external links to terms and conditions), vendor registration or similar document issued by, or on behalf of, the Customer will have any effect on the parties nor add to or modify this Agreement, even when signed (before, during, or after the signing of this Agreement) by Mango, under any circumstances. Any reference to a purchase order or similar documentation on an invoice or other acceptance thereof is solely for Customer’s convenience in record keeping, and no such reference shall be deemed an acknowledgment of or agreement by Mango to any other Customer terms or conditions associated with any such purchase order or other Customer provided documentation or vendor registration process.  Any such associated terms and conditions shall be of no force and effect and shall not in any way be deemed to amend, modify, supersede, alter or supplement this Agreement.
 
  1. The parties hereto represent and warrant to the other party that they each have the right, power, and authority to enter into and fully perform its obligations under this Agreement and have obtained all necessary licenses, permissions, and consents to fulfill their respective obligations under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, but only Mango may assign any of its rights or obligations under this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement shall be held to be void or unenforceable by any competent court or tribunal, the remaining provisions of this Agreement shall continue in full force and effect. No failure or delay by Mango in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right or power hereunder.
  Updated May 10, 2024