© 2019 by ACT, Inc. All rights reserved. Page 1 of 4 FR2003.CJ0272
ACT Online Prep Order Form 20192020
Effective September 17, 2019
https://www.act.org/onlineprep
A. Purpose
Use this form to order student licenses for ACT
®
Online Prep. Complete the information requested below and follow the instructions in
section G to submit to ACT.
Note: Students must activate their account within one year of purchase date and will have access for one year after activation.
B. Pricing, Sales Tax, and Payment Information
Price Type
Description
Price Per License
Standard
No minimum purchase required (price per student, one license per student).
$39.95
Standard Bulk
Minimum purchase of 50 licenses (one per student).
$24.95
Contract
Applicable to schools or districts purchasing ACT Online Prep where a contract is in
place for the ACT
®
test. Minimum purchase of 50 licenses (one per student).
$19.95
GEAR UP
GEAR UP organizations receive an automatic 50% discount.
Note: ACT will confirm program participation before processing the order.
$19.98
$12.48 (50+ seats)
$9.98 (contract)
A 50% discount is available for schools with more than 50% free and reduced lunch students.
To qualify for this discount, (1) check the box to the left and (2) submit documentation with this order form on school
letterhead stating the percent of high school students participating in free and reduced lunch.
$19.98
$12.48 (50+ seats)
$9.98 (contract)
Sales Tax: Customers will be charged applicable state and local sales taxes where required. A list of states where ACT is registered
to collect and remit sales tax can be found at https://www.act.org/orderinfo. If required, calculate appropriate sales tax based on
your shipping address and add to the order total. If you are exempt from sales tax, appropriate documentation must be received by
ACT before tax-exempt status will be granted.
Payment: After the order is processed at ACT, an invoice will be sent to the information provided in section D.
C. Purchasing information (CID_____________________)
Office Use Only
Organization (Customer)
Address
City State ZIP Code
Contact Person
Title Phone
Email
Is billing information the same as purchasing information?
Yes (continue to section E) No (complete section D)
D. Billing Information (CID_________________________)
Office Use Only
Address
City State ZIP Code
Contact Person
Title Phone
Email
Purchase order number (if necessary for billing purposes):
E. Site, Administrator, and Seat Quantity (per site)
Enter the information requested in the table below. When the order is processed, the administrator will receive an email with
instructions for logging in and setting up an account.
HS Code
School/Site Name
Phone
Email
License Qty
F. Terms and Conditions
By signing and submitting this order form, the Customer’s authorized representative hereby indicates the Customer’s agreement to the
attached ACT Online Prep Order Form Terms and Conditions.
Name (please print) Signature Date
G. Submit this Order Form for Processing
ACT must receive all pages of this document to process the order. Email this order form and Terms and Conditions to
customerservice@onlineprep.act.org. For further assistance, call ACT Customer Services at 319.337.1429.
Organization (Customer)
Page 2 of 4 ACT Online Prep Terms and Conditions 20190807
ACT Online Prep Order Form Terms and Conditions
Customer (identified on the Order Form to which these Terms and Conditions are attached) desires to purchase and ACT, Inc.
(“ACT) desires to provide, a license to the ACT Online Prep subscription service. In consideration of the foregoing, ACT and the Customer,
intending to be legally bound, agree that the Agreement, defined below, governs ACTs license and delivery of Licensed Products:
1. Definitions. The following terms used herein have the
meanings set forth on the ACT Online Prep Order Form and in
these Terms and Conditions.
Agreementmeans these Terms and Conditions and the ACT
Online Prep Order Form (the Order Form”) to which these Terms
and Conditions are attached and expressly excludes any contrary
terms, conditions or provisions reflected in any Customer purchase
order or similar document. As and to the extent set forth in
Paragraph 21 of these Terms and Conditions, this Agreement
supersedes any prior agreement, oral or written, between the
parties with respect to the Licensed Products.
“Licensed Product(s)means seat licenses for ACT Online Prep use
by Authorized Users, and any related manuals and materials.
Authorized Usersmeans Customer-authorized students, teachers,
administrators and agents.
2. T e r m. This Agreement shall become effective on the date the
Customer signs the Agreement as presented (if Customer requires
modifications to these terms and conditions, any such agreement
must be set forth in writing, signed by ACT and Customer). All seat
licenses for the Licensed Products must be assigned within one
year of the start of the Term. To the extent Customer fails to assign
any of the purchased seat licenses within one year, such
unassigned seat licenses shall be null and void, and Customer shall
not be entitled to any refund. Subject to earlier termination as
permitted in this Agreement or this Agreement being supplanted by
a future agreement as is contemplated in Paragraph 21, this
Agreement will continue in effect for so long as Authorized Users
access or may access the Licensed Products made available under
this Agreement.
3. Fees. Customer shall pay to ACT the fees as indicated on the
Order Form or if not so indicated then in advance and as ACT may
reasonably require. All references in this Agreement to monetary
amounts and payments are in United States Dollars. Customer shall
be responsible for any tax liability imposed on it by any United
States or foreign national, federal, state, provincial, municipal, or
local government authority. ACT will withhold any amounts required
by applicable laws and regulations. All sums payable to ACT under
this Agreement shall be paid without any deduction, withholding,
counter-claim or set off. If Customer is compelled by law to make
any deduction or withholding from any such sums or if any payment
hereunder shall be or become subject to any tax, duty, levy or
impost of any nature (whether before or after the same has been
paid to ACT), Customer will immediately pay to ACT such additional
amount or amounts as will result in payment to and retention by
ACT of the full amount which would have been received and
retained but for such deduction or withholding or the imposition of
such tax, duty, levy or impost. ACT reserves the right to discontinue
delivery of the Licensed Product if payments are delinquent. Any
amount owing from Customer to ACT pursuant to the terms of this
Agreement and not paid when due shall accrue interest,
commencing on the due date until paid in full at the lesser of 18%
per year or the highest amount permitted by law. All costs
associated with collecting amounts due to ACT under this
Agreement, including attorney fees, shall be paid by Customer.
4. Grant and Scope of License. Subject to the terms and
conditions of this Agreement, ACT hereby grants to the Customer a
limited, non-exclusive, non-transferable, and non-sublicensable
right during the term of this Agreement to use the Licensed Products
for preparatory purposes only, including the purpose of preparing the
Customer’s Authorized Users for the ACT
®
test. The Licensed
Products, including any embedded quizzes, tests and reports are in
no way intended as a high- stakes assessment or as a replacement
for assessments such as the ACT test, or Customer’s own means of
evaluating and assessing Authorized Users. The Licensed Product
made available under this Agreement is licensed, not sold. Subject
to the terms and conditions of this Agreement, including, without
limitation, rights of termination under Paragraph 17 of these Terms
and Conditions, each Authorized User of Licensed Product shall
have access to the Licensed Product for one (1) year from the date
of such individual’s first accessing the Licensed Product.
The license granted hereunder may, in ACT’s sole discretion, allow
and provide for scoring of one or more Authorized User responses to
sample writing prompts. If that functionality is made available by ACT,
each Authorized User would receive at least one writing unit”
enabling the scoring of one writing response. In its sole discretion,
ACT may provide for and allow the purchase of additional writing units
from ACT on terms, including, without limitation, fees and whether
such purchase can be made by
Customer or directly by Authorized Users, as are required by ACT.
5. Restrictions. Except as expressly permitted in this Agreement,
Customer may not (a) use the Licensed Product for any purpose
inconsistent with Paragraph 4 of these Terms, (b) assign, license, sell,
resell, distribute, loan, lease, or otherwise transfer any Licensed
Product or any related materials in whole or in part, (c) authorize or
allow a party other than Authorized Users to use any Licensed
Product, (d) copy, or allow anyone else to copy, in whole or in part,
any Licensed Product, or (e) modify, reverse engineer, decompile,
or disassemble any Licensed Product.
6. Customer’s Responsibilities. Customer shall (a) appoint an
administrator who will have authority to distribute access information,
and to set up user accounts up to the number of seat licenses
purchased, (b) assure proper machine configuration, a compatible
Internet browser, and Internet access, in each case, as applicable,
(c) ensure that only Authorized Users are given access information to
access the Licensed Product; (d) ensure that access to the Licensed
Product is terminated when Authorized Users cease to be affiliated
with the Customer; (e) use the Licensed Product in conformance with
any related manuals and materials as published and updated by
ACT from time to time, (f) control the use of the Licensed Products,
and assure that only Authorized Users are provided access, (g)
comply with all other terms and conditions of this Agreement,
including, but not limited to, paying, when due, all fees owed ACT,
and (h) assume full responsibility for the selection of the Licensed
Products to achieve any Customer purpose.
7. ACT Responsibilities. ACT will provide Customer with instructions
and provide access information for Customer to distribute to
Authorized Users. ACT will provide Customer- designated
administrators with telephone and email technical support. Such
support will not include assistance with configuring computer
hardware, installing or operating computer operating systems, Internet
browsers or any software application acquired from any third party.
8. Data. The parties acknowledge and agree that ACT may use and
disclose the data collected from the use of the Licensed Products as
set forth in ACT’s Privacy Policy, as amended from time to time.
Page 3 of 4 ACT Online Prep Terms and Conditions 20190807
9. Limitation on Damages. ACT's liability for damages arising out
of or in connection with this Agreement shall not exceed the
amount Customer has paid ACT under this Agreement. In no
event shall ACT be liable to Customer for special, indirect,
incidental, punitive, exemplary, or consequential damages.
10. Warranty and Limitations. ACT WARRANTS THAT THE
LICENSED PRODUCTS HAVE BEEN DEVELOPED IN
ACCORDANCE WITH INDUSTRY STANDARDS. EXCEPT AS
SET FORTH IN THIS PARAGRAPH 10, ACT EXPRESSLY
DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES
AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR
IMPLIED AND THOSE ARISING BY STATUTE OR OTHERWISE
IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
11. Use After Termination. Upon termination of this Agreement for
any reason, Customer will immediately discontinue use of the
Licensed Products and shall immediately destroy any physical
materials comprising Licensed Products then in its possession.
Customer will certify in writing its compliance with these
requirements.
12. Maintenance. The Licensed Products are subject to recurring
maintenance windows, and occasionally unscheduled maintenance,
during which servers may be taken offline. ACT shall not be
responsible for any damages or costs incurred by Customer, if any,
for such down time.
13. Updates and Modifications. The Licensed Products may be
modified or updated from time to time at ACT's sole discretion.
ACT may make such modifications and updates available to
Customer as they are developed; provided however, that: (a) ACT
reserves the right to charge a fee for any new functionalities
available through the revised Licensed Products; and (b) Customer
acknowledges that modifications or updates m a y require revised
computer, device, application, and/or Internet browser configurations
and ACT will have no liability to Customer or Authorized Users as a
result of such necessary configuration changes.
14. Ownership. ACT and its vendors own all right, title, and
interest in the ACT Online Prep materials and service offering
comprising the Licensed Product(s) and offering made in this
Agreement. ACT also owns the trademark ACT® Online Prep.
Through the use of the Licensed Product(s) or otherwise, except for
the limited license rights set forth in this Agreement, Customer does
not and will not acquire any right, title, or interest in the Licensed
Product(s) or ACT’s trademarks. THE CONTENTS OF THE
LICENSED PRODUCT(S), INCLUDING ITS AND THEIR "LOOK
AND FEEL" (E.G., TEXT, GRAPHICS, IMAGES, LOGOS, AND
BUTTON ICONS), EDITORIAL CONTENT, NOTICES,
SOFTWARE ELEMENTS (INCLUDING HTML-BASED
COMPUTER PROGRAMS, MOBILE APPLICATIONS, OR
OTHERWISE), AND OTHER MATERIALS ARE PROTECTED
UNDER BOTH UNITED STATES AND FOREIGN COPYRIGHT,
PATENT, TRADEMARK, AND OTHER LAWS.
Customer acknowledges ACT’s title to ACT’s intellectual property
and the goodwill relating to such intellectual property including
without limitation the Licensed Product, and the goodwill relating to
such intellectual property, and agrees that ownership remains
vested in ACT both during the term of this Agreement and
thereafter. Customer will not, directly or indirectly, make or
authorize any application to register ACT’s trademarks or any
trademark that is substantially identical to, deceptively similar to or
otherwise incorporates ACTs trademarks, in connection with any
goods or services in any jurisdiction. Customer will not do anything
that would or might invalidate or put in dispute ACT’s title to its
intellectual property, oppose any application for registration of ACT’s
intellectual property, or support any application to limit, remove,
cancel or expunge ACT’s intellectual property.
15. U.S. Government Licensees. Each Licensed Product is a
"commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct.
1995), consisting of "commercial computer software" and "commercial
computer software documentation," as such terms are used in 48
C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48
C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S.
Government End Users acquire only those limited rights in and to the
Licensed Products as are set forth in this Agreement.
16. Computer, Device, and Browser Requirements. Customer
acknowledges and agrees that ACT may establish computer, device,
and Internet browser configuration requirements necessary to
properly access and use the Licensed Products and that ACT shall
have no liability for matters relating to the failure to comply with these
configuration requirements. ACT may revise these configuration
requirements from time to time in its sole discretion.
17. Termination. Either ACT or Customer may terminate this
Agreement upon written notice to the other party in the event that the
other party breaches its obligations under this Agreement and fails to
cure such breach within ten (10) days after receiving written notice of
such breach. This Agreement may also be terminated without cause
at any time by either party giving thirty (30) days written notice to the
other. Notwithstanding anything in this Agreement, at law, or in equity
to the contrary, other than pursuant to Customer’s claim for actual
damages caused by ACT’s breach of this Agreement, ACT will be
entitled to retain all amounts paid hereunder and will have no
obligation to refund or return to Customer any prorated portion of
compensation paid hereunder regardless of any early termination and
any reason therefore. Upon the expiration or termination of this
Agreement, the obligations set forth in Paragraphs 3, 5, 6, 8, 9, 11,
14, and 18 - 21 of these Terms and Conditions shall survive.
18. Governing Law. This Agreement shall be governed by the laws
of the State of Iowa, U.S.A. (without giving effect to conflict of interest
principles and excluding the United Nations Convention on Contracts
for the International Sale of Goods). The parties hereby consent to
jurisdiction in the State of Iowa, U.S.A. and agree that, except as set
forth in Paragraph 20 below, the courts within Iowa shall have
exclusive jurisdiction over any issues regarding the interpretation or
enforcement of this Agreement. This Agreement is expressly made
subject to any United States government laws, regulations, orders or
other restrictions regarding export from the United States of
computer hardware, software, technical data or derivatives of such
hardware, software or technical data.
19. Customer Representations. Customer will not take any action
that would violate, or cause ACT to violate, any applicable laws or
regulations of the United States or other applicable jurisdictions, as
well as any licenses, authorizations, orders, or any other official
government action taken pursuant to any such laws or regulations,
including but not limited to the following: (i) any activity prohibited by
the U.S. Foreign Corrupt Practices Act (“FCPA”); (ii) any activity
prohibited by any U.S. sanctions and embargoes program including
those codified in 31 C.F.R. Chapter V and executive orders
administered by the U.S. Department of Treasury, Office of Foreign
Assets Control (“OFAC); (iii) any activity prohibited by the
U.S. Export Administration Regulations (15 C.F.R. § 730 et seq.); or
(iv) any activity prohibited by the U.S. International Traffic in Arms
Regulations (22 C.F.R. § 120 et seq.).
Page 4 of 4 ACT Online Prep Terms and Conditions 20190807
Customer shall indemnify and hold ACT harmless from and against
any and all claims, losses, damages, liabilities, expenses, including
attorney’s fees and expenses, arising out of Customer’s, including
its owners, officers, employees, agents, and subcontractors, non-
compliance with the provision of this Paragraph 19.
Neither Customer nor its owners, officers, employees, agents, or
subcontractors (if permitted by ACT) are designated on, owned or
controlled by, or otherwise associated with any party designated on
any of the U.S. government prohibited party lists, including, without
limitation: (i) the U.S. Commerce Department Bureau of Industry and
Security (“BIS”) Denied Persons List, Entity List, or Unverified List;
(ii) the U.S. Treasury Department Office of Foreign Assets Control
(“OFAC”) Specially Designated Nationals and Blocked Persons List;
or (iii) the U.S. State Department Directorate of Defense Trade
Controls (“DDTC”) Debarred Parties List, and is not otherwise
prohibited by U.S. law from receiving U.S.-origin goods or services.
Neither Customer nor any person or entity controlling Customer:
(i) is an agent or instrumentality of any prohibited destinations,
including countries subject to United States comprehensive
sanctions (such as Cuba, Iran, Sudan, or Syria); (ii) is organized
under the laws of any country to which the United States has
embargoed goods; (iii) has its principal place of business in any
country to which the United States has embargoed goods, or (if a
natural person) is a national of any country to which the United
States has embargoed goods.
Customer shall not, without first obtaining prior express written
approval of ACT and any necessary export or re-export licenses,
sell, export, re-export, transfer or otherwise transmit the Licensed
Product or underlying technology or related services directly
or indirectly: (i) for any prohibited end uses; (ii) to any
prohibited destinations, including countries subject to United States
comprehensive sanctions; (iii) to any individuals or entities
that are presently themselves on, or owned or controlled by
an entity that is on, any denied party lists including individuals
or entities on the Consolidated Screening List at
http://export.gov/ecr/eg_main_023148.asp; or (iv) that would, if
exported or re-exported by ACT, violate U.S. export control or
sanctions laws or require the issuance of a U.S. export license by
one or more U.S. government agencies. Customer shall notify any
person, organization, or other entity obtaining the Licensed Product
or underlying technology or related services from Customer that the
acceptance of such Licensed Product or underlying technology or
related services implies an affirmative obligation to comply with U.S.
export control laws and economic sanctions. The provisions of this
Paragraph 19 will survive the expiration or termination of this
Agreement for any reason.
Customer shall indemnify and hold ACT harmless from and against
any and all claims, losses, damages, liabilities, expenses, including
attorney’s fees and expenses, arising out of Customer’s, including
its owners, officers, employees, agents, and subcontractors, non-
compliance with U.S. export controls and economic sanctions.
20. Arbitration; Dispute Resolution. In the event of any dispute
between the parties arising under or in connection with this
Agreement, the complainant must set out in a written notice the
nature of the dispute and deliver the notice to the other party. Both
parties must make reasonable good faith efforts to resolve the
dispute. If the parties are unable to resolve the dispute within sixty
(60) days through the efforts described above in this Paragraph 20,
the exclusive means of adversarial dispute resolution to resolve any
such disputes arising out of this Agreement or related to the
Licensed Product, will be for a party to demand that such dispute be
resolved by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules,
and each party hereby consents to any such disputes being so
resolved. Judgment on the award rendered in any such arbitration
may be entered in any court having jurisdiction, but including,
without limitation, and for all purposes, any court having jurisdiction
over any of the parties or their assets. There shall be a sole arbitrator.
The parties shall mutually agree to select the arbitrator; provided,
however, that if they are unable to agree to the arbitrator within thirty
(30) days, then the arbitrator shall be appointed by the American
Arbitration Association. The place of arbitration shall be Iowa City,
Iowa, U.S.A., or such other U.S. location as the parties may mutually
agree. The arbitration shall be conducted exclusively in the English
language. The arbitration shall be governed by the substantive laws of
the State of Iowa, U.S.A. without regard to principles of conflicts of
law. Any award rendered by the arbitrator shall be final and binding on
the parties, and each party waives to the fullest extent permitted by
law any right it may otherwise have under the laws of any jurisdiction
to any form of appeal of, or collateral attack against, such award.
Notwithstanding the foregoing, to the extent a dispute arises in which
the remedy must be immediate (as determined by ACT) to protect a
ACT’s assets, such as in the case of a breach of confidential
information, the Customer’s violation of criminal law, or violation of
ACT’s intellectual property rights which poses an immediate threat to
ACT or its assets, those disputes may be brought in any forum deemed
appropriate by ACT, and shall not be subject to the dispute escalation
and arbitration provisions above.
21. Entire Agreement; Severability. This Agreement, including any
documents linked to or referenced herein, which the parties agree are a
material part of this Agreement, constitutes the entire agreement
between the parties with respect to the Licensed Product(s) and
supersedes and replaces all other prior agreements and
understandings related to the Licensed Product(s). In furtherance of the
foregoing and notwithstanding anything in this Agreement to the
contrary, ACT may, at any time and in its sole discretion, elect to have
this Agreement apply to previously purchased seat licenses of
Licensed Product(s) that are either as-yet-unused or then-active as of
the date of entry into this Agreement, the effect of which will be that
ACT may cause all such like seat licenses for Licensed Product
licensed by Customer to be governed by the terms and conditions of
this Agreement.
If any term, condition or provision of this Agreement is found by a court
of competent jurisdiction to be invalid, illegal or otherwise
unenforceable, that will not affect the other terms, conditions and
provisions of this Agreement or the whole of this Agreement, but such
term, condition or provision will be deemed modified to the extent
necessary in the courts opinion to render such term, condition or
provision enforceable, and the rights and obligations of the parties will
be construed and enforced accordingly, preserving to the fullest
permissible extent the parties’ intent and agreements set forth in this
Agreement.
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