¿ªÔÆÈ«Õ¾appÏÂÔØ

1. SCOPE OF WORK. ¿ªÔÆÈ«Õ¾appÏÂÔØ agrees to provide the ¿ªÔÆÈ«Õ¾appÏÂÔØ services and products (the “Servicesâ€� or “Siteâ€�) listed in the contract, in a prompt, timely and professional manner. ¿ªÔÆÈ«Õ¾appÏÂÔØ agrees services will not begin and payments will not be made by Institution until the Agreement is fully executed, a purchase order has been issued by Institution to ¿ªÔÆÈ«Õ¾appÏÂÔØ and an invoice has been submitted by ¿ªÔÆÈ«Õ¾appÏÂÔØ to Institution.

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2. FEES. Certain websites or features of ¿ªÔÆÈ«Õ¾appÏÂÔØ are outside of Scope of Work, and may require a fee for access or use. Such fees are subject to the provisions of this section.

â€�2.1 CHARGES AND PAYMENTS. Institution will pay all fees or charges to its account in accordance with the billing terms in effect at the time a fee or charge is due and payable. Service fees are non-refundable whether or not Institution actively uses the Service. Institution may add additional, optional features by request. ¿ªÔÆÈ«Õ¾appÏÂÔØ reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least sixty (60) days prior notice to Institution; provided, however that such fees shall not become effective for Institution for services then in effect on Institution’s account until the next renewal period for Institution’s account.

â€�2.2 BILLING AND RENEWAL. ¿ªÔÆÈ«Õ¾appÏÂÔØ charges in advance for use of the Services, unless otherwise noted herein. ¿ªÔÆÈ«Õ¾appÏÂÔØ will notify Institution of the opportunity to renew the Service approximately ninety (90) days or more prior to the subscription expiration date. Service fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Institution shall be responsible for payment of all such taxes, levies, or duties as may be applicable to the Service fees (exclusive of any taxes or similar fees that may be imposed on the net income of ¿ªÔÆÈ«Õ¾appÏÂÔØ). This agreement will automatically renew at the end of each term for an additional term unless either party gives the other written notice of termination at least 90 days prior to the end of the relevant term. If the number of active licenses exceeds the purchased number of licenses listed in the contract for the stated period, ¿ªÔÆÈ«Õ¾appÏÂÔØ will include the excess licenses, charged at the then-current rate as listed in the contract, in the next applicable Invoice charged to Institution.    

â€�2.3 BILLING INFORMATION. Institution agrees to provide ¿ªÔÆÈ«Õ¾appÏÂÔØ with complete and accurate billing and contact information. This information includes legal name, street address, e-mail address, and name and telephone number of an authorized billing contact. Institution agrees to update this information within thirty (30) days of any change to it.

â€�2.4 NON-PAYMENT AND SUSPENSION OF ACCESS AND SERVICE. Institution’s account will be considered delinquent if payment in full is not received within sixty (60) days of the date of an invoice. ¿ªÔÆÈ«Õ¾appÏÂÔØ reserves the right to suspend or terminate this Agreement and Institution’s and Institution’s Users access to the Service if Institution’s account becomes delinquent. Delinquent invoices are subject to an interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Institution will continue to be charged during any period of suspension. If Institution or ¿ªÔÆÈ«Õ¾appÏÂÔØ initiates termination of this Agreement, Institution will be obligated to pay the balance due on the account computed in accordance with Section 2.1 Charges and Payments. Institution agrees that ¿ªÔÆÈ«Õ¾appÏÂÔØ may charge such unpaid fees to Institution’s credit card, if applicable, or otherwise bill Institution for such unpaid fees. ¿ªÔÆÈ«Õ¾appÏÂÔØ also reserves the right to impose a separate reconnection fee should Institution thereafter again request access to the Service.

�3. TERMINATION OF AGREEMENT.

â€�Except as otherwise allowed below, this Agreement shall automatically renew according to section 3.2, unless extended by written mutual agreement of Institution and ¿ªÔÆÈ«Õ¾appÏÂÔØ at the time final service is completed.

�3.1 TERMINATION FOR CAUSE.

â€�3.1.1 Any breach of payment obligations or unauthorized use of the Service by Institution or User will be deemed a material breach of this Agreement. ¿ªÔÆÈ«Õ¾appÏÂÔØ, in its sole discretion, may terminate Institution’s and Usersâ€� passwords, accounts or use of the Service if Institution or Users breach or otherwise fails to comply with this Agreement

3.1.2 If ¿ªÔÆÈ«Õ¾appÏÂÔØ becomes insolvent or the subject of any proceeding under bankruptcy, insolvency or receivership law or makes an assignment for the benefit of creditors, Institution shall thereupon have the right to terminate this Agreement by giving thirty (30) days written notice of such termination and specifying the effective date.

�3.2 DATA RETENTION.

3.2.1 ¿ªÔÆÈ«Õ¾appÏÂÔØ agrees and acknowledges that Institution owns all Institution and User data hosted on the service by ¿ªÔÆÈ«Õ¾appÏÂÔØ. Institution agrees and acknowledges that ¿ªÔÆÈ«Õ¾appÏÂÔØ has no obligation to retain Institution Data, and may delete Institution Data, more than thirty (30) days after termination. Upon termination of this Agreement, or at the discretion of Institution, Institution may request in writing that Institution Data be deleted, and ¿ªÔÆÈ«Õ¾appÏÂÔØ shall comply with such written request within ninety (90) days of such written request. ¿ªÔÆÈ«Õ¾appÏÂÔØ has no obligation to retain Institution Data if Institution or Users have materially breached this Agreement and such breach has not been cured within thirty (30) days of notice of such breach. ¿ªÔÆÈ«Õ¾appÏÂÔØ has no obligation to retain InstitutionData if the account is delinquent, and such Institution Data may be irretrievably deleted. Prior to deletion, ¿ªÔÆÈ«Õ¾appÏÂÔØ may charge a reasonable fee, for which payment shall be made in advance, to transfer Institution Data to Institution in a reasonable manner.

3.2.2 In the event that a student graduates or withdraws from the Institution, ¿ªÔÆÈ«Õ¾appÏÂÔØ shall obtain separate and written confirmation from a legal guardian or student 18 years of age or older evidencing consent for that Information to be safely stored and maintained.
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4. INSTITUTION AND USER RESPONSIBILITIESâ€�4.1 INSTITUTION RESPONSIBILITIES. Institution is responsible for any and all activities (other than User purchases) that occur under Institution’s and its Usersâ€� accounts. Institution shall: (i) maintain the confidentiality of Usersâ€� names and passwords; (ii) notify ¿ªÔÆÈ«Õ¾appÏÂÔØ immediately of any unauthorized use of any password or account or any other known or suspected breach of security: (iii) report to ¿ªÔÆÈ«Õ¾appÏÂÔØ immediately and use reasonable efforts to stop immediately any use of the Service inconsistent with the terms of the License provided in Section 3 herein that is known or suspected by Institution; (iv) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data collection, use, disclosure and privacy; international communications; and the exportation of technical or personal data; (v) assure that use of the Service shall at all times conform to the terms and conditions of this Agreement; and (vi) not impersonate another user of the Service or provide false identity information to gain access to or use the Service.

â€�4.2 USER RESPONSIBILITIES. Users are responsible for any and all activities that occur under their accounts. Users shall: (i) maintain the confidentiality of their names and passwords; (ii) notify Institution who provides Usersâ€� access immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (iii) report to Institution who provides Usersâ€� access immediately and use reasonable efforts to stop immediately any use of the Service inconsistent with the terms of the License provided in Section 3 herein that is known or suspected by Users; (iv) use the Service in compliance with all applicable local, state, federal, and international laws, regulations, and conventions, as well as with the terms and conditions of this Agreement; and (v) not impersonate another user of the Service or provide false identity information to gain access to or use the Service. Users will not attempt to change any fields that are not intended for User modification. Any attempt by Users to view or manipulate the records of another User will be deemed a material breach and, in addition to exercising its termination rights under this Agreement, ¿ªÔÆÈ«Õ¾appÏÂÔØ may, in its discretion, inform any relevant authorities.
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5. SECURITY.

â€�5.1 The Service has security measures in place to help protect against the loss, misuse, and alteration of the data under ¿ªÔÆÈ«Õ¾appÏÂÔØ’s control. When the Service is accessed using a supported web browser, Secure Socket Layer (SSL) technology protects information using both server authentication and data encryption to help ensure that data are safe, secure, and available only to authorized users. ¿ªÔÆÈ«Õ¾appÏÂÔØ also implements an advanced security method based on dynamic data and encoded session identifications, and hosts the Service in a secure server environment that uses a firewall and other advanced technology in an effort to prevent interference or access from outside intruders. Finally, the Service requires unique account identifiers, usernames, and passwords that must be entered each time a Institution or User signs on. These safeguards help to prevent unauthorized access, maintain data accuracy, and ensure the appropriate use of data. The Internet, however, is not perfectly secure and ¿ªÔÆÈ«Õ¾appÏÂÔØ shall not be responsible for security breaches not reasonably within its control.

5.2 In the event of unauthorized access to Institution personal information, ¿ªÔÆÈ«Õ¾appÏÂÔØ shall provide notice to Institution within forty-eight (48) hours of discovery and the unauthorized access and in accordance with applicable laws, and will reasonably cooperate with Institution in providing any required notice to Institution End Users. ¿ªÔÆÈ«Õ¾appÏÂÔØ shall also provide Institution with information regarding the nature and scope of the unauthorized access, steps taken to mitigate the incident and safeguards to prevent similar incidents in the future.

â€�5.3 FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT (‘FERPA"). In the eventInstitution is subject to the provisions of the Family Educational Rights and Privacy Act (FERPA), the Parties agree as follows: (A) Institution appoints ¿ªÔÆÈ«Õ¾appÏÂÔØ as a "school official" as that term is used in FERPA §99.7(a)(3)(iii) and 99.31 (a)(1) and as interpreted by the Family Policy Compliance Office, and determines that ¿ªÔÆÈ«Õ¾appÏÂÔØ has a "legitimate educational interest," for the purpose of carrying out its responsibilities under the Agreement.

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6. LIMITED WARRANTY, LIABILITY AND DAMAGES; INDEMNITY
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6.1 WARRANTY DISCLAIMERTHE SERVICE IS PROVIDED “AS ISâ€� AND WITHOUT WARRANTY BY SCHOOLINKS AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, SCHOOLINKS AND ITS AFFILIATED PARTIES EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. Specifically, ¿ªÔÆÈ«Õ¾appÏÂÔØ makes no warranty that the Service or the Site will meet Institution’s requirements or that access to the same will be uninterrupted or error-free. You acknowledge and agree that ¿ªÔÆÈ«Õ¾appÏÂÔØ and its vendors and licensors do not operate or control the internet and that: (I) viruses, worms, Trojan horses, or other undesirable data or software; or (II) unauthorized users (e.g.hackers) may attempt to obtain access to and damage the content, websites, computers, or networks. Schoolinks will not be responsible for those activities.

6.2 LIMITED LIABILITY. NEITHER SCHOOLINKS NOR ITS AFFILIATED PARTIES WILL BE LIABLE TO INSTITUTION OR ANY THIRD PARTY FOR (A) ANY UNAUTHORIZED USE OF THE SERVICE OR SITE OR USE OR PURPOSES NOT INTENDED UNDER THIS AGREEMENT, OR (B) ANY LIABILITY OR DAMAGE CAUSED OR INITIATED BY THIRD PARTIES AND AFFECTING INSTITUTION’S COMPUTERS, COMMUNICATIONS FACILITIES, SOFTWARE, DATA OR SERVICES THAT MAY RESULT FROM USE OR ACCESS OF THE SERVICE OR THE SITE.

6.3 LIMITED DAMAGES AND REMEDIES. NEITHER SCHOOLINKS NOR ITS AFFILIATED PARTIES SHALL BE LIABLE TO INSTITUTION OR ANY SCHOOL FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OR OF THE INABILITY TO USE THE SERVICE OR THE SITE. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to Institution. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL SCHOOLINKS OR ITS AFFILIATED PARTIES BE LIABLE FOR DAMAGES OR MONETARY REMEDIES OF ANY KIND IN THE AGGREGATE UNDER THIS AGREEMENT THAT EXCEES THE LICENSE FEE PAID BY THE INSTITUTION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE CLAIM OR CLAIMS GIVING RISE TO THE LIABILITY.

â€�7. INDEMNITY. Institution agrees to indemnify and defend ¿ªÔÆÈ«Õ¾appÏÂÔØ and its agents, employees, representatives, licensors, affiliates, corporate parents and subsidiaries from and against any and all claims, losses, demands, causes of actions and judgments (including attorneysâ€� fees and court costs) of third parties (collectively, “Claimsâ€�) arising, directly or indirectly, from or concerning any breach or alleged breach of this Agreement by Institution and to reimburse ¿ªÔÆÈ«Õ¾appÏÂÔØ on demand for any losses, costs or expenses it incurs as a result of any such Claims.
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8. MISCELLANEOUS.

â€�8.1 General Terms. ¿ªÔÆÈ«Õ¾appÏÂÔØ may use and disclose to third parties Institution’s name and logo, and if Institution is a school district, the names of any affiliated schools as part of a list of ¿ªÔÆÈ«Õ¾appÏÂÔØ customers or references. Waiver of any breach under this Agreement does not waive future compliance with that provision, which remains in effect. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

8.2 Remedies and Reserved Rights. ¿ªÔÆÈ«Õ¾appÏÂÔØ reserves the right at any time and from time to time to modify, temporarily suspend and limit access to the Service or the Site (or any part thereof) with or without notice to the Institution for maintenance or security or other reasons. Institution agrees that ¿ªÔÆÈ«Õ¾appÏÂÔØ shall not be liable to it or any third party for any modification, suspension, or limitation of the Service or Site. ¿ªÔÆÈ«Õ¾appÏÂÔØ also reserves the right at any time and from time to time to modify or terminate any of the content or curriculum of the Service or the Site. If ¿ªÔÆÈ«Õ¾appÏÂÔØ discovers any unauthorized access or use of the Service and/or Site, then ¿ªÔÆÈ«Õ¾appÏÂÔØ shall have the following remedies in addition to any and all other remedies that may be available to ¿ªÔÆÈ«Õ¾appÏÂÔØ: (a) if such unauthorized use may cause injury or physical damage to SchooLink’s computers, data or electronic files, the Site, the Service or a third party, then ¿ªÔÆÈ«Õ¾appÏÂÔØ has the reasonable right to suspend all or part of the Service or the Site access of Institution immediately without prior notice to protect itself or third parties, and ¿ªÔÆÈ«Õ¾appÏÂÔØ shall promptly notify Institution of the suspension and work together with Institution to cure the problem; and (b) if such unauthorized access or use would cause any other type of injury or damage to ¿ªÔÆÈ«Õ¾appÏÂÔØ or a third party, then ¿ªÔÆÈ«Õ¾appÏÂÔØ shall give Institution notice of the problem and no less than three (3) business days to cure the problem, and thereafter if the problem remains uncured ¿ªÔÆÈ«Õ¾appÏÂÔØ has the right to suspend all or part of the Service or Institution’s Site until the problem is cured; and terminate this Agreement immediately.

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9. ENTIRE AGREEMENT AND AMENDMENT. This agreement constitutes the entire Agreement of the Parties, and it may not be changed, altered, amended, modified, or rescinded except by written agreement signed by the duly authorized representatives of the Parties.

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10. ASSIGNMENT. Neither Party shall assign this Agreement without the other Party’s prior written consent; except that ¿ªÔÆÈ«Õ¾appÏÂÔØ may assign this Agreement without Institution’s consent to an entity: possessing a controlling interest in ¿ªÔÆÈ«Õ¾appÏÂÔØ; that is under common control with ¿ªÔÆÈ«Õ¾appÏÂÔØ; or in which ¿ªÔÆÈ«Õ¾appÏÂÔØ possesses a controlling interest. Irrespective of any assignment authorized by this Section, ¿ªÔÆÈ«Õ¾appÏÂÔØ shall be legally bound by and subject to the Agreement, and any permitted ¿ªÔÆÈ«Õ¾appÏÂÔØ assignee shall accept such assignment with the express written acknowledgement that it shall be bound by all terms and obligations set forth in this Agreement. Any prohibited assignment shall be void. This Agreement inures to the benefit of and will be binding upon Institution and ¿ªÔÆÈ«Õ¾appÏÂÔØ and their respective successors and permitted assigns.

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11. FORCE MAJEURE. Neither Party shall be liable for any delay or failure in performance due to acts of nature, terrorism, labor disputes, riots, war, fire, epidemics, disruption of utility services or other similar occurrences that are beyond its reasonable control (“Force Majeure�). However, in order to avail itself of such excuse, the Party must act diligently to remedy the cause of and to mitigate the impact of the delay or failure.

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12. DISPUTE RESOLUTION. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, the Parties shall consult and negotiate with each other in good faith, and recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties.

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13. CHOICE OF LAW AND SEVERABILITY. This Agreement shall be interpreted in accordance with the laws of the State of Texas without giving effect to provisions governing the choice of law. If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal, or unenforceable, the invalid, illegal, or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced, except as modified to the minimum extent necessary to render the provision valid and enforceable.