END USER LICENSE AGREEMENT FOR QUILS™: ES

IMPORTANT—PLEASE READ CAREFULLY. YOUR USE OF THE QUILS™: ES WEB SITE, es.quilscreener.com (“SITE”), AND QUILS™: ES SERVICES AND ASSOCIATED SOFTWARE (“SERVICES”) IS CONDITIONED UPON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THE TERMS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”) AND ITS RELATED TERMS OF USE AND PRIVACY POLICY.

The Quick Interactive Language Screener™: English–Spanish (QUILS™: ES) is a web-based screener and reporting system. This QUILS™: ES End User License Agreement (“Agreement”) is a legal agreement between You and Paul H. Brookes Publishing Co., Inc. (“Brookes Publishing Co.”), a Maryland corporation using the mailing address P.O. Box 10624, Baltimore, Maryland 21285. “You” refers to any individual or entity who has bought access or gains access to use the Site and Services. (An entity, by way of example but not exclusively, could be a school, child care center, Head Start program, school district, educational system, research lab or university program, or therapeutic or health care practice.) By selecting the “I Agree” button or by using the QUILS™: ES web-based system, You agree to be bound by the terms of this Agreement and its related Terms of Use and Privacy Policy. If You do not agree to the terms of this Agreement, you are not authorized to use QUILS™: ES; please select the “I Disagree” button.
QUILS™: ES is a web-based screener and reporting system designed to screen and identify potential language delays in students 3 through 5 years according to their age group and may also be used with 6-year-olds. QUILS™: ES is an interactive, evolving system, and enhancements to the existing functionality as well as new features may be added at any time. This Agreement covers the current and all future iterations of the system. QUILS™: ES is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. QUILS™: ES is licensed, not sold. For purposes of this Agreement:
(a) “Site” means the portions of QUILS™: ES that can be accessed only by use of a username and password.
(b) “Services” means all features of the Site including but not limited to those services that assist in the screening, evaluating, or reporting of the status of individual students and groups of students.
(c) “Content” means the text, pictures, sound, graphics, logos, marks, symbols, software, and tools used in conjunction with, or otherwise made available through, the Site by Brookes Publishing Co.
(d) “Student Record” means any user-supplied and user-generated data associated with a single student including but not limited to profile information, screening results, and developmental reports regardless of whether the Record is active or archived.
(e) “Account” means the specific relationship with Brookes Publishing Co. established to provide for Your access to the Site and Services.
(f) “Account Holder” means the party purchasing access (or acquiring rights to a free trial) that provides access to the Site and Services for You. An Account Holder conveys usage rights for the defined QUILS™: ES user roles (see sections g and h below). All Accounts shall have one (1) Account Holder. Your Account Holder may also fulfill the Account Manager (see (g) below) role.
(g) “Account Manager” means any teacher(s), specialist(s), school or education administrator(s), child care provider(s), researcher(s), or other(s) who has been invited by an Account Holder to use the designated Account Manager account. An Account Manager can create and interact with Groups (e.g., a group of students to designate access for specific Users), assign Groups to Users, edit User information, create and interact with Student Records, and/or generate and export reports. An Account Manager is not able to conduct screenings unless also assigned a User account. One Account Manager account is created for each Account Holder, and all subsequent and future account purchases for that Account are linked by the Site to that Account Manager account.
(h) “User” means any teacher(s), specialist(s), school or education administrator(s), child care provider(s), researcher(s), or other(s) who has been invited by an Account Holder or Account Manager to use the account and been given access to any part of the Site and Services. A User may be granted access rights and permissions by an Account Manager to create and interact with Student Records, conduct screenings, interact with and review data in the Student Records, and/or generate and export reports.

1. Grant of License. Brookes Publishing Co. hereby grants You a nonexclusive, nontransferable, revocable license to use the Site and Services in accordance with the terms and conditions set forth in this Agreement and its related Terms of Use, Privacy Policy, and Technical Requirements (available from the footer and the Home page). This license is not a sale of software or any copy of it. Brookes Publishing Co. and its licensors own and retain all title, copyright, trademark, and other proprietary rights in and to the software (except, where applicable, open source code and applications) used to provide or create the Site and its Content and Services.
(a) Terms of Use. The Terms of Use, accessible by a link in the footer of the Home page of the Site (es.quilscreener.com), which is not protected by username and password, are a part of this Agreement. The Terms of Use explain how the Site may be legally used. You are responsible for knowing and complying with the content of the Terms of Use.
(b) Privacy Policy. The Privacy Policy, posted on the Site (es.quilscreener.com), which is not protected by username and password, is a part of this Agreement. The Privacy Policy explains how Brookes Publishing Co. collects, protects, uses, and reports any personal information gathered at the Site. You are responsible for knowing the content of the Privacy Policy.
(c) Technical Requirements. The Technical Requirements, posted on the Home page of the Site (es.quilscreener.com), list the devices, operating systems, Internet requirements, and other technical specifications that the QUILS: ES will function properly with. Meeting the Technical Requirements is Your responsibility. This may include, but is not limited to, obtaining updates or upgrades from time to time in order to continue using the QUILS™: ES.

2. User Access. Before using the Site (whether on a trial basis, through licensed [i.e., subscription] access, or otherwise), You must be designated by your Account Holder and/or Account Manager as a User. If You are the Account Holder, You must provide Brookes Publishing Co. with certain information, including but not limited to Your email address and purchase information. Brookes Publishing Co. will use this information to set up and provide access to the Site, Services, and Content to You, as Account Holder for Your Account. The Account Holder may provide access to the Account for the Users and/or Account Manager in accordance with the rules for access rights and permissions (see 2.b) provided to the Account Holder by Brookes Publishing Co. By supplying the Account’s username and password, Users and/or Account Managers may access the Site, Services, and Content.
(a) Site Access. Access to the Site, Services, and Content is available through an annual subscription to an Account. You may subscribe as an individual for Your own benefit, or You may subscribe on behalf of an entity; in either case, the subscription contains access to the QUILS™: ES web site, the screener (both English and Spanish sections), and Student Records, as well as an Account Manager account. Please refer to the Terms of Use for current information on ordering procedures.
(b) Rights Management. The Account Holder may provide access for each User and Account Manager in accordance with the roles he or she will perform in accessing the Site and its Services. The Account Holder may providee access to the Account via the Account username and password with any User/Account Manager at the Account’s physical location (e.g., a single school building, program office, or clinic) as they see fit. Once access is provided for User accounts, Users will have the same rights and permissions within that location as the Account Holder, as far as creating and editing Student Records, which includes but is not limited to adding Student Records, editing Student Profile information, starting, continuing, or deleting screenings, or generating reports. Once access is provided for the Account Manager account, the Account Manager will have the same rights and permissions within that account as far as creating and editing Student Records, creating and assigning Groups, editing Users, and generating reports. It is the Account Holder and/or Account Manager’s responsibility to oversee that each User is interacting with the Student Records correctly and appropriately.

3. Term of Agreement.
(a) Annual License. If You have purchased an Account for QUILS: ES, the term of this Agreement (i.e., the start of Your subscription) begins with the activation of that Account Manager upon successful completion of Your Account registration and continues for one (1) year, at which point You may either renew Your subscription for another annual license or allow it to expire. If You are a User or Account Manager, Your access ends when the Account Holder’s subscription expires or terminates.
(b) Free Trial. If You have elected to register for the free trial, the term of this Agreement begins upon successful completion of Your Account registration and You are permitted to create five (5) Student Records and screen those students accordingly. The trial continues for thirty (30) days, at which point the trial will expire. You may purchase an annual subscription for an Account at any point, but any data You have entered into the Site via a free trial will be removed from the system and will not be transferred to Your Account. Availability of free trials is at Brookes Publishing Co.’s sole discretion.
(c) Termination. Brookes Publishing Co. reserves the right to terminate this Agreement at any time if You breach the terms of this Agreement. In this case, access to the Site and Services will be discontinued until such time as the breaches of terms are resolved to the satisfaction of Brookes Publishing Co. The following provisions of this Agreement will survive the expiration or termination of this Agreement: Protection from Unauthorized Use or Access, Limitation of Warranties, and Limitation of Liability.

4. Restrictions of Use. Use of the Site, Content, and Services is restricted as described herein and in the accompanying Terms of Use:
(a) Your username and password will be provided to You initially by Brookes Publishing Co. in order to access the Site and its Services. You will need to change Your password after Your initial login to the site. The Account Holder may need to distribute Account Manager and User login information to You and to appropriate individuals for the Account. You may not disclose, share, or allow any other party to use Your username and password other than a User in Your same Account. If You become aware that Your username and/or password has been lost or stolen or is being misused, You must notify Your Account Holder immediately. If You are an Account Holder, You must immediately notify Brookes Publishing Co. (create a ticket at http://support.brookespublishing.com/new, select Product Inquiry for the Category, and select QUILS™: ES).
(b) You may use the Site solely to support Your own Account-related activities and for the benefit of personnel who are employed by Your Account Holder and/or students and their families served by Your Account Holder. You may not provide access to the Services to, or utilize the Services on behalf of, any third party.
(c) When permitted by Site functionality, You may download or print the Content for Your non-commercial use for personal and/or educational purposes only provided that You keep intact all copyright and other proprietary notices.
(d) The Site is owned by Brookes Publishing Co. and remains the exclusive property of Brookes Publishing Co.; You retain ownership and maintain control only of data You input, such as screening data in the Student Record. For more information on ownership, please refer to the “Intellectual Property” section of the Terms of Use.
(e) You may not modify, republish, transmit, transfer or sell, reproduce, create derivative works from, distribute, or display Content from the Site, except and only to the extent that such activity is expressly permitted by this Agreement, by then-current documentation for the Site and Services, or by written agreement with Brookes Publishing Co.
(f) You may only be logged into Your account from one device at any point in time. If You share Your Account information with additional Users (as described in 2.a), it is the User’s responsibility to regulate access. Logging in from a second device before the initial device has logged out will result in the first User being ejected from the Site. If a User is accessing the screener when he/she is ejected, the Site will not record the results for that screening.

5. Protection from Unauthorized Use or Access. You agree to take reasonable efforts to protect and prevent the Site and Services from unauthorized access or use, which includes, but is not limited to, any attempt to:
(a) modify, adapt, de-compile, reverse assemble, reverse engineer, disable, deface, or adversely affect any part of the Site or Services;
(b) remove any proprietary, copyright, or other intellectual property notices from the Site or from any materials generated from the Site; or
(c) provide or permit use or access to the Site or Services in violation of any United States export control regulations or applicable federal laws, including but not limited to, the Children’s Online Privacy Protection Act (“COPPA”) and state Student Data Privacy Acts or other regulations regarding Confidentiality of Student Records and Information.
You must use reasonable methods to ensure the security of Your username and password and immediately report any suspected unauthorized use or disclosure to Your Account Holder who will then immediate notify in writing such suspected unauthorized uses or disclosures to Brookes Publishing Co. (create a ticket at http://support.brookespublishing.com/new, select Product Inquiry for the Category, and select QUILS™: ES).

6. System Availability. Brookes Publishing Co. uses reasonable measures (a) to provide access to the Site and Services at all times, other than during scheduled maintenance periods, (b) to back up User data, including Student Records, Account data, and User data on a regular basis, and (c) to secure User data from unauthorized access. Due to the nature of computer software and the Internet, it is impossible to ensure that the Services will operate with no unscheduled interruptions, and You agree that from time to time the Site and Services may be inaccessible or inoperable due to system errors or causes beyond the control of Brookes Publishing Co. or which are not reasonably foreseeable by Brookes Publishing Co., including but not limited to: the interruption or failure of telecommunication or digital transmission links; hostile network attacks; network congestion; or other failures (collectively “Downtime”). You further agree that it is Your responsibility to check that Your Internet access meets the minimum standards recommended on the Site (an Internet connection with a minimum of 10−15 MBs downloading speed), and You understand that should Your Internet service not be sufficient screening results may be compromised (in this event, You may want to consider waiting 2 weeks before re-administering the screening). For more information regarding the Technical Requirements, please see the FAQs under the Help page of the Site. Brookes Publishing Co. shall use commercially reasonable efforts to minimize any disruption, inaccessibility, and/or inoperability of the Site or Services caused by Downtime, whether scheduled or not. For more information on scheduled Downtime, please refer to the Terms of Use.

7. Support. During the term of this Agreement, Brookes Publishing Co. will make available free technical support via the Help Desk Contact Form on the Help page of the Site. Brookes Publishing Co. will provide technical support to assist in resolving errors or malfunction in the Site or Services and to answer technological questions that affect Your ability to use the Site or Services. For more information on support options, please see our Privacy Policy and refer to the then-current documentation available on the Site.
(a) Downloading Your Account Data. While Your Account is active, You may download Your raw data at any time. If You decide after Your account has expired or been terminated that You wish to download Your data, Brookes Publishing Co. may be able to assist in downloading Your data provided You contact us within six (6) months of expiration or termination; a modest fee may be charged for this service depending on the scope of the request. For more information, contact Customer Service and ask about the Raw Data Report. After your account has been deactivated for six (6) months without contact, Brookes reserves the right to remove any remaining data within Your Account from the Site.

8. FERPA. If You are required to be compliant with the Family Educational Rights and Privacy Act (FERPA) and/or state laws or regulations regarding Student Data Privacy and/or Confidentiality of Student Records and Information, you must be aware of Your obligations under, and respect the terms of, these laws and regulations. For more information about this, please see the Privacy Policy.

9. Limitation of Warranties. OTHER THAN THE REPRESENTATION LATER IN THIS PARAGRAPH 9, BROOKES PUBLISHING CO. MAKES NO REPRESENTATIONS WITH REGARD TO THE SITE AND ITS CONTENT AND SERVICES. THE SITE, CONTENT, AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BROOKES PUBLISHING DOES NOT WARRANT THAT THE SITE, CONTENT, OR SERVICES WILL MEET YOUR REQUIREMENTS, BE ACCURATE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. BROOKES PUBLISHING CO. SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE.

10. Limitation of Liability. IN NO EVENT SHALL BROOKES PUBLISHING CO. OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SITE AND ITS CONTENT OR SERVICES BE LIABLE FOR ANY SPECIAL, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, SUCH AS, BUT NOT LIMITED TO, (i) ANY ERRORS IN, OR OMISSIONS FROM, THE SITE; (ii) ANY THIRD-PARTY WEB SITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS FROM THE SITE; (iii) THE UNAVAILABILITY OF THE SITE OR ANY PORTION THEREOF; (iv) YOUR USE OF, OR INABILITY TO USE, THE SITE; (v) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE; OR (vi) ANY COMPUTER VIRUSES, WORMS, “TROJAN HORSES,” OR ANY OTHER TYPE OF DESTRUCTIVE OR MALICIOUS COMPUTER CODE (BY WHATEVER NAME IT IS CALLED), OR ANY UNAUTHORIZED COMPUTER CODE THAT IS ATTACHED TO, OR MADE A PART OF, THE SITE BY ANY PERSON, GROUP, OR ORGANIZATION.
THIS SITE, CONTENT, AND SERVICES MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. BROOKES PUBLISHING CO. MAY MAKE CHANGES TO THE SITE, CONTENT, OR SERVICES AT ANY TIME IN ITS SOLE DISCRETION AND WITHOUT NOTICE. ALTHOUGH BROOKES PUBLISHING CO. WILL MAKE EVERY EFFORT TO UPDATE THE SITE AS APPROPRIATE, SOME OF THE SITE’S CONTENT AND SERVICES MAY FROM TIME TO TIME BE OUT OF DATE. BROOKES PUBLISHING CO. SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE.

11. General. This Agreement; its accompanying Terms of Use and Privacy Policy; and other rules, policies, guidelines, and disclaimers posted on the Site constitute the complete agreement between You and Brookes Publishing Co. with respect to QUILS™: ES and use of the Site and its Content and Services. It supersedes any prior communications, advertisements, or understandings with respect to this matter. This Agreement may only be modified or amended by written agreement signed by an authorized representative of Brookes Publishing Co. To the extent that any portion of this Agreement is found to be unlawful, unenforceable, or void for any reason, the remainder of this Agreement shall continue in full force and effect. This End User License Agreement shall be governed by and construed in accordance with the laws of the state of Maryland, U.S.A., without regard to its principles of conflicts of law. If You have any questions regarding the Agreement, please write to Brookes Publishing Co., P.O. Box 10624, Baltimore, Maryland 21285-0624, USA, Attn: Contracts Department.

ACKNOWLEDGMENT
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOREGOING AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

Print a copy of this Agreement for Your future reference.