This is a contract between you (the Educational Partner) and us (Marionette Studio, Inc.). By participating in our Education Partner Program, you agree to accept these terms. If you do not agree with any part of these terms, we cannot have you participate in our Education Partner Program.

Marionette Studio has the right to modify, add, delete any part of these terms at any time. To be always aware of all changes made to this terms please check this page from time to time.

“Marionette Studio Editor”, “Editor”, “Services” means all of our web-based applications, tools and platforms that we may make available to you, and are developed, operated, and maintained by us, accessible via https://editor.marionettestudio.com or another designated URL, and any ancillary products and services, that we provide to you and your Students for your use in accordance with the terms of this Agreement.

“Agreement” means this Education Partner Program Agreement and all materials referred or linked to in here.

“Customer Terms And Conditions” means those terms and conditions located at http://marionettestudio.com/terms-and-conditions/ as modified from time to time.

“Education Partner Program” means our partner program as described in this Agreement.

“Marks” means the trademarks including registered and common law trademarks, trade names, service marks, logos, domain names and designations of a Party.

“Student”, “Students” means the authorized actual user or users of Marionette Studio Editor, which may include students enrolled in educational programs with Partner.

“We”, “us”, “our”, and “Marionette Studio” means Marionette Studio, Inc.

“You”, “Education Partner” ,”Partner” means the Party, other than Marionette Studio, entering into this Agreement and participating in the Education Partner Program.

We grant discounted access to you and your Students to all Pro subscription features of the Editor, subject to the terms set forth in the ‘Rights and Obligations’ section.

There is no extra charge, fees, commissions or other payments that will be due or payable under this Agreement. Each Party is responsible for its own costs and expenses related to this Agreement.

This Agreement shall become effective once you are accepted to participate in the Education Partner Program and shall continue in effect until terminated in accordance with the provisions hereof.

Marionette Studio grants you and your Students a non-exclusive, non-transferable, non-sublicensable, revocable limited right to access, use and demonstrate the Editor for non-commercial educational purposes only. You agree that any use of the Editor is subject to the limitations set forth herein.

You may not sell, rent or give away your Account or create an Account on behalf of someone other than yourself. You may not sell, download, distribute any content resulted from or included in the Editor for any commercial use of any kind.

You may not include any information that is made available to you through this Agreement in any distributed material outside of your classroom or organization, without our express prior written consent.

We will make available to you and your Students the set of Editor features specified in the ‘Partner Benefits’ section without charge and subject to change from time-to-time without notice to you. You will use the Editor exclusively in an educational environment, like a classroom setting, where the main purpose is to benefit the student.

You are permitted to allow Students to use the Editor after being accepted to participate in the Education Partner Program. Students have to complete the ‘Student Program’ application and reference the Partner from this Agreement.

You agree to take all reasonable measures to ensure that students using Marionette Studio do not use it in violation to this Agreement and that they use it only for educational non-commercial purposes. You agree to immediately notify us in writing if you have any reason to suspect a violation of this Agreement by any of your students.

You acknowledge that your participation in the Education Partner Program does not create an exclusive agreement between you and us. Both you and we have the right to conduct the same or similar Programs with other parties.

a. MarionetteStudio Marks. During the Term and subject to the terms and conditions set forth herein, MarionetteStudio grants to you a non-exclusive, nontransferable, royalty-free right and license to use and publicly display the MarionetteStudio Marks solely (i) in connection with the Education Partner Program and this Agreement set forth herein, (ii) with prior written approval of MarionetteStudio in connection with each use,(iii) only using the images of our trademark that we make available to you, without altering them in any way, (iv) in accordance with MarionetteStudio’s standard trademark guidelines or other restrictions imposed in the approval, and (v) immediately comply if we request that you discontinue use. Upon termination or expiration, you will immediately discontinue all use of our trademark, including any MarionetteStudio badges, if applicable.

b. Partner Marks. During the Term and subject to the terms and conditions set forth herein, Partner grants to MarionetteStudio a non-exclusive, nontransferable, royalty-free right and license to use and publicly display the Partner Marks solely (i) in connection with the Education Partner Program and this Agreement set forth herein, and (ii) without any written approval of the Partner.

c. Termination Based on Trademark Usage. Each Party shall be entitled to terminate this Agreement without penalty if, in its reasonable discretion, the use by the other Party of its Marks tarnishes, blurs, or dilutes its Marks or misappropriates the associated goodwill and such problem is not cured within three (3) business days of receiving notice of the problem.

MarionetteStudio does not grant to the Partner any rights to any intellectual property, including without limitation copyright, patent, trademark, trade secret or any other proprietary right, relating to the Editor or to any other materials furnished as effect of this Agreement.

You shall not use the Editor except for educational purposes under this Agreement. You agree not to (i) modify, alter, or create any derivative work of the Editor, including but not limited to inclusion of any other software, (ii) make any copies of the Editor or any portion thereof and (iii) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the Editor.

You will treat as confidential this Agreement, and all information (commercial, technical or otherwise) relating in any manner to the business or affairs of MarionetteStudio as may be communicated to it in connection with this Agreement (both prior and subsequent to its execution), including, but not limited to, pricing, business forecasts, marketing and commercialization plans and all know-how, techniques, ideas, principles and concepts underlying the Editor or that which is apparent by use, testing or examination (the “Confidential Information”). Except as authorized in writing by the MarionetteStudio, the Partner will not disclose any Confidential Information to any person, including the media, nor use the Confidential Information other than for the purposes of this Agreement.

Confidential Information does not include any information that (i) is in the public domain, or which becomes generally known to the public, other than by default of the Partner, (ii) was in the lawful possession of the Partner prior to the disclosure, and was not obtained either directly or indirectly from the MarionetteStudio, or (iii) is, or had already been, verifiable independently generated by the Partner, without reference to MarionetteStudio’s confidential information.

a. Termination Without Cause. Both you and we may terminate this Agreement on thirty (30) days written notice to the other Party.

b. Termination for Cause.  We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if you or any of your students who use the Editor violate this Agreement, (iv) immediately, if you violate any applicable local, state, federal, or foreign laws or regulations, or (v) immediately, if you breach the terms applicable to your subscription with us (if you have one), or (vi) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third-party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Education Partner Program, (b) your noncompliance with or breach of this Agreement, (c) you or your Student’s use of MarionetteStudio, or (d) our use of the Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING LOSS OF BUSINESS OR LOSS OF PROFITS, RELATING TO THIS AGREEMENT.

WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE MARIONETTE STUDIO EDITOR FOR ANY PURPOSE. MARIONETTE STUDIO MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE MARIONETTE STUDIO EDITOR, THE EDUCATION PARTNER PROGRAM AND ALL MATERIALS THAT COME WITH IT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO MARIONETTE STUDIO INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MARIONETTE STUDIO MAKES NO WARRANTY THAT MARIONETTE STUDIO EDITOR AND SERVICES WILL MEET USERS’ REQUIREMENTS, OR THAT THE MARIONETTE STUDIO EDITOR AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.

Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at http://marionettestudio.com/education-partner-program-agreement/. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.

Public Announcements. All media releases, public announcements or public disclosures (including, but not limited to, promotional or marketing material) by Partner relating to this Agreement are prohibited without the prior written consent from us. To seek to obtain this written consent, you should send a copy of your draft press release to marketing@marionettestudio.com. We reserve the right to make media releases, public announcements or public disclosures (including, but not limited to, promotional or marketing material) relating to this Agreement without the need of prior written consent.

Applicable Law. This Agreement shall be governed by the laws of Romania, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Iasi, Romania.

Force Majeure. Neither Party hereto will be responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond the reasonable control of such Party. Obligations hereunder, however, shall in no event be excused but shall be suspended only until the cessation of any cause of such failure.

Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Notices. You agree that Marionette Studio may provide notice to you by emailing it to the email address listed by you in your application or mailing it to the street address supplied by you in your application. Such notice shall be considered to be received by you within 24 hours of the time it is emailed to you unless we receive notice that the email was not delivered. If the notice is sent by mail, we will consider it to have been received by you three Business Days after it is sent. Any notice to Marionette Studio must be sent by postal mail to: Marionette Studio, Inc.: Legal Department,3739 Balboa St # 1221 San Francisco, California, USA 94121.

Survival. The provisions of this Agreement relating to Confidential Information, Indemnification, Limitation of Liability, Disclaimer, and provisions under “Miscellaneous” will survive any termination or expiration of this Agreement.