South China Morning Post Publishers Ltd (“SCMP”) has been granted a license to use, host and administer, and display and distribute electronically, the YPC Adaptive Assessment powered by the Lexile® Framework for Reading (“YPC Test”) and to deliver Lexile® reading measures based on the scores from the YPC Test (“Licensed Measures”) by MetaMetrics, Inc. (“MetaMetrics”) and requires SCMP to pass through these “Terms” covering use of the YPC Test and Licensed Measures. The terms “you” and “your” refer to, as applicable, the end user taking the YPC Test. PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING OR TAKING THE YPC TEST. These Terms apply when you access or take the YPC Test. You agree as follows:

Subject to these Terms, you are permitted to take the YPC Test and to use the Licensed Measures delivered to you (in a report or gradebook or other means) solely for personal, educational use in accordance with the following policy: https://metametricsinc.com/permitted-use-policy/, as may be updated from time to time, which is incorporated herein by reference (“Permitted Use Policy”). Your use must be in compliance with all applicable laws and regulations. You may use the YPC Test only to take it. You may not download the YPC Test, screenshot any portions of the YPC Test or otherwise display or distribute the YPC Test. All rights not expressly granted in these Terms are reserved. MetaMetrics owns all right, title and interest (including all intellectual property rights) in and to the YPC Test and Licensed Measures.

The YPC Test and Licensed Measures are MetaMetrics’ confidential information. Any suggestions, enhancement requests, recommendations or other feedback that you provide with respect to the YPC Test and Licensed Measures may be freely exploited by MetaMetrics and their service providers, and their sublicensees and transferees, perpetually and irrevocably, without any obligation or payment.

THE YPC TEST AND LICENSED MEASURES ARE PROVIDED “AS-IS” WITH NO WARRANTIES; AND SCMP AND METAMETRICS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE.

METAMETRICS HAS NO LIABILITY UNDER OR AS A RESULT OF THESE TERMS OR USE OF THE YPC TEST AND LICENSED MEASURES, AND IN NO EVENT WILL METAMETRICS BE LIABLE UNDER, IN CONNECTION WITH, OR RELATED TO THESE TERMS FOR ANY DAMAGES, INCLUDING DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF USE, OR LOSS OF GOODWILL. THE FOREGOING APPLIES WHETHER THE CLAIM IS BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, INDEMNIFICATION OR OTHERWISE, AND WHETHER OR NOT METAMETRICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. You acknowledge and agrees that you do not have any rights or remedies against MetaMetrics in connection with these Terms, the YPC Test or Licensed Measures. Any claims you may have under these Terms should be brought solely against SCMP. The parties acknowledge that the foregoing limitations are a material condition to these Terms. In entering into these Terms, you have not relied on and will have no right or remedy based on any statement, representation, or warranty (whether made negligently or innocently), except those expressly described in these Terms.

You agree that the breach, or threatened breach, of these Terms or misuse, violation or infringement of MetaMetrics’ intellectual property or intellectual property rights (including by breach of license rights or restrictions), is likely to cause irreparable harm to MetaMetrics without an adequate remedy at law. Upon any such breach, misuse, violation, or infringement, or threat thereof, MetaMetrics will be entitled to seek injunctive relief in any court of competent jurisdiction to prevent you from commencing or continuing any action constituting such breach/misuse/violation/infringement, without having to post a bond or other security, and without having to prove the inadequacy of other available remedies.

If these Terms are translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will control.

No waiver of any provision or right hereunder will be valid unless it is in writing and signed by the party waiving such provision.

MetaMetrics is an intended third-party beneficiary of these Terms and shall be entitled to enforce these Terms directly against you.