Fill - Free fillable ACT Online Prep Order Form PDF form

ACT Online Prep Order Form 2019–2020

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

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

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

Site Administrator

Phone

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 ACT’s 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.

“Agreement” means 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 Users” means 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,

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 ACT’s 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 court’s 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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