BY COMPLETING THIS REGISTRATION ON BEHALF OF YOUR SCHOOL (THE “CUSTOMER”) IN ORDER TO ACCESS SPECIFIC SERVICES BEING OFFERED BY CHANNEL ONE, A DIVISION OF HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY
(“CHANNEL ONE”), YOU ARE AGREEING TO THESE “SUBSCRIPTION TERMS OF USE.” You, as the person clicking or signing on behalf of the Customer, represents and warrants that you have authority to bind Customer, and agreement to these Subscription Terms of Use will be treated as the agreement of Customer.
By accepting these Subscription Terms of Use, Customer will be provided a subscription to the Channel One News On-Demand Service for (1) a one-month trial period (the “Trial Period”) and (2) if following the Trial Period Customer elects by executing a purchase order or other order form to continue, for the remainder of a standard 12-month subscription period (which may span across one or more school years) (each, an “Annual Subscription Period”) The “Term” as used herein shall refer to the Trial Periodand any and all Annual Subscription Period(s), if any. Customer will be required to confirm by clickwrap and/or execute a new order form prior to the expiration of each Annual Subscription Period when the Trial Period commences and thereafter on each anniversary thereof in order to confirm its extension of these Subscription Terms of Use.
PLEASE NOTE: The Channel One News On-Demand Service is available to Customers (i.e., schools subscribers and end users) located in the United States only.

These Subscriber Terms of Use were posted on the date written above. Additionally, when using the Channel One News On-Demand Service, you will also be subject to the terms of use of any K-12 Learning Platform website offerings (which can be found here: http://www.hmhco.com/common/k-12-learning-platforms-terms-of-use). Channel One and/or Houghton Mifflin Harcourt Publishing Company may, at its sole discretion, modify either these Subscription Terms of Use or the K-12 Learning Platform Terms of Use, or both, at any time. By continuing to access the site and use the service at any time after such modifications, Customer is agreeing to any and all such modifications.
License; Delivery. Subject to these Subscription Terms of Use, during the Term, Channel One grants Customer a nonexclusive, nontransferable, revocable, limited license to use the Channel One News OnDemand Service. The “Channel One News On-Demand Service” refers to Channel One News Daily Content which includes, but is not limited to that daily average 10-minute newscast specifically designed by Channel One for grades 6-12 and average 6-7 minute program designed for grades 3-5, together with other news programming and curriculum resources and other content included at Channel One’s discretion, as well as streaming media players, software, design templates, scripts and/or other technology or content-oriented vehicles, media or formats used to deliver and display any such content (as applicable).
Benefits and Restrictions on Use, etc. During the Term, subject to these Subscription Terms of Use, the benefits of the Channel One News On-Demand Service may be accessed and enjoyed within the school’s classrooms and on its premises only by any students attending and/or educators responsible for
the classes at Customer, and not outside of or away from the Customer schools’ premises or by any other users. The click wrap registration form or relevant order form, as the case may be, will indicate the school(s) that are covered by such rights of access and use. Accordingly, Customer agrees not to, nor shall Customer allow any of the users to, (a) share log-in and password with any student or parent of any student or with any personnel of the Customer who is not an educator or adminstrator, (b) to access the Channel One New On-Demand Service or allow use for any non-curricular purposes, or (c) allow 1 V02014 use of or make available the benefits of the Channel One News On-Demand Service outside the Customer’s school classrooms and premises.
Further, Customer may not, and shall not permit any user of the Channel One News On-Demand Service to, (i) modify, adapt, or create derivative works of the Channel One News On-Demand Service or any of the content delivered as part thereof; (ii) rent, lease, loan, resell, transfer, sublicense (including but not limited to offering any of the functionality of the Channel One News On-Demand Service on a service provider, hosted or time sharing basis) or otherwise make the Channel One News On-Demand Service available to any third party (other than the permitted or authorized users and beneficiaries in accordance with the above); (iii) decompile, disassemble or reverse-engineer the Channel One News On-Demand Service or otherwise attempt to derive the Channel One News On-Demand Service source code, programming content and/or source materials; or (iv) assist or authorize any third party to do any of the above.
Ownership. Channel One and its licensors and suppliers own all worldwide intellectual property and other rights, title and interest in and to the Channel One News On-Demand Service, including any programming content and technology made available at any time via or as part of the Channel One News On-Demand Service. Nothing herein grants to Customer any rights to any such programming content, or technology, in whole or in any part.

Data; Privacy. Channel One (as part of and including Houghton Mifflin Harcourt Publishing Company as a whole) may collect and use data about uses of the Channel One News On-Demand Service (including by using third party services) for general business purposes such as improving services, monitoring usages and service levels, measurement, report generation, etc. Channel One will not share such data with any third party except those associated providing the Channel One News On-Demand Service, unless required by applicable law, judicial action or governmental regulation. Please be advised that the Channel One Player may use cookies and/or similar technologies. Channel One describes how it collects or uses information about any users in its Privacy Policy (see http://hmhco.com/common/privacy-policy-for-k-12-learning-platforms). Without limiting the generality of such Privacy Policies, Channel One uses third party service providers including Google Analytics to collect and analyze data about usages of its service solely for internal operational purposes. For example, Channel One uses Google Analytics to track and analyze log-in and usages of the service. While no such third party service providers will be provided personal information by Channel One, personal information may be encountered by such third party service providers in the process of performing the services. In some cases, end users may also use other services provided by such third party service providers wholly separately and independently of such providers performing services to Channel One, such as in the case of Google. Accordingly, data about end users may be collected by a third party service provider based on a individual end users’ independent legal relationship with such provider and, accordingly, such end users’ information may be subject to any such third party service provider’s privacy policy. For example, using Google solely for purposes of illustration, if you use a browser on a computer or device that is logged into an individual’s Google account, Google may collect information about the websites visited by any user of such computer or device while the browser remains logged into such account holder’s account. Such data is not provided to Channel One by Google through Channel One’s use of Google Analytics. However, Google may, based on its independent legal relationship with such account holder, log or use information about the visits to Channel One’s and other websites for purposes for which such account holder has separately given permission to Google to use such information. 2 V02014 Google provides a plug-in that can be installed on browsers to prevent tracking by Google Analytics here: https://tools.google.com/dlpage/gaoptout/

Communications. By completing the registration and/or subscribing to the Channel One News OnDemand Service on a trial or paid basis, Channel One (as part of and including Houghton Mifflin Harcourt Publishing Company as a whole) may periodically e-mail, fax, telephone and/or mail you with sales or account support inquiries, or send to you newsletters, guides for Channel One News, special event notifications, and the like in order to assist you and other educators at your school with using the Channel One News On-Demand Service and/or other Houghton Mifflin Harcourt K-12 Learning products. Channel One may seek and solicit feedback on the service from Customer and its personnel through e-mails or toll-free telephone calls.
Equipment, etc. Customer acknowledges that use and enjoyment of the Channel One News OnDemand Service is subject to Customer meeting the technology and other requirements and, where applicable, use equipment that may be or have been provided by Channel One. Customer is solely responsible, at its sole expense, for providing hardware and communications equipment and lines necessary to make use of the Channel One News On-Demand Service, and Channel One assumes no responsibility or liability for any loss or damage thereof or due thereto. Customer may not, and may not permit any of its permitted users, to use the Channel One News On-Demand Service, or to attempt to access without authority, the accounts of others, or to penetrate, or attempt to penetrate, security measures of Company’s or a third party’s computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in disruption of any services
or the corruption or loss of any data.
WARRANTY DISCLAIMER. The Channel One News On-Demand Service is provided “AS IS, WHERE IS” and Channel One disclaims any and all warranties, express or implied, including without limitation the implied warranties of title, merchantability, fitness for a particular purpose, noninfringement, quiet enjoyment and warranties arising out of course of dealing or usage of trade. Neither Channel One nor any of its licensors or suppliers will have any obligation or liability of any type whatsoever to correct errors or provided any updates, upgrades or modifications to the Channel One News On-Demand Service, including without limitation in the event of any changes to third party operating systems, browsers and/or other technologies even if the Channel One News On-Demand Service may depend upon the same in order to function.
LIMITATION OF LIABILITY. In no event will Channel One, nor any of its affiliates, licensors or suppliers, be liable to Customer for any special, indirect, incidental, consequential or punitive damages (including loss of use, data, or profits, business interruption, or costs of procuring substitute content or technology) arising out of or in connection with these Subscription Terms of Use or the access or use of the Channel One News On-Demand Service, whether such liability arises from contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Channel One has been advised of the possibility of such loss or damage. The parties have agreed that these limitations will survive and apply even if any remedy is found to fail its essential purpose. If any service provided by Channel One does not meet its obligations under these Subscription Terms of Use, then Company will, at its option, either re-perform the subscribed service in question or issue Customer a credit for such portion of the fees that Customer actually paid to Channel One and is fairly attributable to the nonconforming service. This re-performance or credit constitutes Customer’s sole remedy and Channel One’s maximum liability for any breach of these Subscription Terms of Use by Channel One. If, notwithstanding the above, liability is imposed on Channel One and/or any of its affiliates, licensors and/or 3 V02014 suppliers, then its and their total liability to Customer for any claim, cause or losses whatsoever will be limited to the amount paid by Customer for the Channel One News On-Demand Service in the last three months prior to the date of any act or event giving rise to any alleged claim or action. Channel One’s licensors and suppliers shall have no liability to Customer for any reason.

Suspension. Notwithstanding anything to the contrary contained in these Subscription Terms of Use, Channel One reserves the right to terminate or refuse any individual user’s access to Channel One News On-Demand Service for any reason at any time. No part of Channel One News On-Demand Service is being offered as a public accommodation of any type or in any manner whatsoever.

Termination. Channel One may terminate these Subscription Terms of Use if: (i) the Customer, including a school or its authorized users, breaches its obligations; (ii) if use by the Customer violates any law, ordinance or regulation or in Channel One’s good-faith opinion may subject Channel One, the Customer or any authorized user to liability; or (iii) if Channel One ceases to provide the Channel One News On-Demand Service. Channel One shall have no liability to refund any monies to the Customer for any reason except upon early termination of these Subscription Terms of Use by Channel One if Channel One ceases to provide the service, in which case Channel One shall refund the Customer the fee paid prorated for the remaining months of the Term. Upon any effective termination of these Subscription Terms of Use, the rights and licenses granted hereunder will automatically terminate, and Customer agrees to immediately cease using the Channel One News On-Demand Service. All provisions of these Subscription Terms of Use related to disclaimers of warranties, limitation of liability, payment, audit, remedies, damages, or Channel One’s proprietary rights shall survive termination.

General. These Subscription Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflict of law. Neither party may assign these Subscription Terms of Use, in whole or in part, without the other party’s prior written consent, except that no prior consent is required to assign these Subscription Terms of Use in connection with an internal reorganization or a sale of the business with which these Subscription Terms of Use is associated; any attempt to assign these Subscription Terms of Use other than as permitted above will be null and void. There are no third party beneficiaries.