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HomeMy WebLinkAboutSchool StatusRenewal Quote: Bonneville Joint School District 93 Date submitted: May 6, 2022 Quote expiration date: Jul 5, 2022 Submitted by: Mike Dushner Proposal number: RQ - 22158 Submitted to: Scott Woolstenhulme The Difference is Data. Why SchoolStatus For... Superintendents Visualize high-level trends or drill down into a specific area. See an issue? Get more granular, reviewing a comprehensive profile of a single student. From the cost of absences, to accountability gaps, to geomapping trends to communication history—all at your fingertips. Federal Programs Directors Accurate, workable, comprehensive data for compiling achievement data on each student enrolled in Title I classes, assuring compliance of Federal grant programs, or monitoring special populations. Curriculum Directors Develop and track student goals based on comprehensive integrated data, both current and historical. View progress on an individual, group, or class level in order to meet your overall vision for growth and teacher support. Provide your team with safe, accessible student data whether on campus or at home. Technology Directors Automatic data integrations and scoped user access supports you as you support your team. Teachers see data from their own students for as long as the student is in the class, principals see the whole school, and district admins see the whole district. Custom allowances or specific groups can be made by district admins as they see fit. 24/7 user support and unlimited training offers peace of mind. Principals Monitor daily attendance, parent engagement, teacher performance, and student discipline infractions with ease. With fully integrated state and benchmark assessments, discovering connections between students' performance and other factors such as attendance, behavior, and parent communication allows principals to discover trends and plan proactively throughout the year. Teachers By integrating all student data behind one screen and placing it on a digital student card, teachers learn about historical assessment and benchmark data, past disciplinary issues, and other characteristics that provide a more comprehensive view of each student. Parent communication tools with automatic record keeping enable relationships to grow and parent engagement to increase. Renewing Your Subscription Your SchoolStatus subscription is coming up for renewal on 6/16/2022. Below is the quote for the renewal of your SchoolStatus annual subscription. If you have any questions about your SchoolStatus subscription terms, specific deployment, or the improvements we've made in the last 12 months Mike Dushner at 470.698.4009 Name Price Qty Subtotal SchoolStatus Suite - Data Analytics + Communication Subscription for a term of one calendar year. SchoolStatus is licensed by district and priced per individual school within the district. $3,217.00 21 $67,557.00 Training Training continues to be Included $0.00 1 $0.00 Integrations Integrate with your SIS, State Assessments, and up to five Ancillary Assessments. Additional integrations available for an additional fee. $0.00 1 $0.00 Custom Research and Reports Up to ten hours of custom research and report-building from our in-house team led by data scientist Dr. Joy Smithson. $0.00 1 $0.00 $67,557.00 Total $67,557.00 Next Steps Let us know if you have any questions at all. We're happy to clarify any items and sort through any issues with you. We are committed to the success of your district and our partnership. Renew your SchoolStatus subscription: 1. Click "Sign Here" below to accept this renewal quote. Please be sure you have authorization for your district to do so. 2. Accepting this quote and receipt of your P.O. will renew your subscription. 3. Your Customer Success Manager will contact you promptly about your P.O. and any additional SchoolStatus needs! 4. Thank you for your continued business. Your partnership is important to us! Authorization This Quote and the provision of the Services described herein are subject to all of the terms and conditions set forth in the SchoolStatus General Terms of Services previously executed by SchoolStatus and the District. Upon issuance by the District to SchoolStatus of a purchase order for the Services described in this Quote or upon execution of this Quote by the District and the return thereof to SchoolStatus, the provision of the Services shall be deemed renewed by the District for the period set forth in this Quote, subject to the terms and conditions of the previously executed General Terms of Service. This Quote may be executed and returned by the District using esignature (e.g. through PandaDoc), facsimile and/or email, and in multiple counterparts, each of which will be deemed a binding acceptance of this Quote by the District and a binding original signature of the District. ________________________________________________________ ScottWoolstenhulme Bonneville Joint School District 93 _________________________________________________ Aubrey (Russ) Davis, CEO SchoolStatus, LLC SchoolStatus General Terms of Service THESE GENERAL TERMS OF SERVICE (this "Agreement") are entered into effective as of the date on which You accept this Agreement (the " Effective Date"), by and between SchoolStatus, LLC (“SchoolStatus,” “We,” “Us,” “Our”), a Mississippi limited liability company, and the school or school district listed on the signature page hereto ("You," "Your"). SchoolStatus and You may be individually referred to herein as a "Party" and collectively referred to as the "Parties." This Agreement includes the terms and conditions surrounding Your use of SchoolStatus’ proprietary technology (“SchoolStatus Technology”), including any use, ordering, purchasing, or accessing of the services offered by SchoolStatus (the “Services”). BY USING SCHOOLSTATUS TECHNOLOGY, INCLUDING USING, ORDERING, PURCHASING, OR ACCESSING ANY OF THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO THIS AGREEMENT, AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BE LEGALLY BOUND BY THIS AGREEMENT. BY USING SCHOOLSTATUS TECHNOLOGY, INCLUDING ORDERING, PURCHASING, OR ACCESSING ANY OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND INTEND TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN, AS WELL AS THE TERMS, CONDITIONS, AND NOTICES POSTED ON THE SCHOOLSTATUS WEB SITE AT WWW.SCHOOLSTATUS.COM ("SCHOOLSTATUS POLICIES”), JUST AS IF YOU HAD SIGNED THIS AGREEMENT. If You do not accept this Agreement or the SchoolStatus Policies, You are not licensed or otherwise permitted to use the SchoolStatus Technology or Services. SchoolStatus may at any time modify the Services, SchoolStatus’ Policies, or the terms and conditions of this Agreement, or any part thereof, or may impose new conditions to use of the Services, by posting notice of such modifications on Our website; provided however, that any material modification shall be posted on Our website thirty (30) days prior to the effective date thereof. Use of the Services after the posting of such modification on the SchoolStatus website, expiration of any application notice period and commencement of any such modification will be conclusively deemed acceptance of such modification. If any modification is unacceptable, You may terminate this Agreement with respect to any remaining and not yet commenced subscription period(s) within the Term. This Agreement may not otherwise be amended except in a writing signed by You and by a representative of SchoolStatus. For clarity, You also agree that the terms of use for any Third-Party Applications shall exclusively be as set forth by the applicable third-party vendor. While SchoolStatus may facilitate resolution of disputes between You and third-party vendors, You agree that SchoolStatus is not responsible nor liable for any services provided by third-party Vendors. If SchoolStatus determines, in SchoolStatus’ sole and absolute discretion, that You may have materially violated this Agreement, SchoolStatus may in its discretion temporarily or permanently prevent You from using the SchoolStatus Technology and Services, cancel the Services without a refund and, if appropriate, pursue legal action against You. In addition, You may be subject to civil or criminal penalties and/or injunctive relief. 1. DEFINITIONS "Content" means the audio and visual information, documents, software, products and services contained or made available to You in the course of using the Services. "Customer Data" means any data, information, or material provided or submitted by or on behalf of You in the course of using the Services. The term shall also include all Your communications stored and/or saved by SchoolStatus through Your use of the communication tools and features of the Services and through Your use of “Feedbak”. "Initial Term" means, unless otherwise provided in the Order Form(s), three (3) annual subscription periods together with any partial prorated period at the beginning of the Initial Term. The Initial Term shall commence (i) for new SchoolStatus subscribers and customers on the earlier of (a) the date of the “kickoff call” as designated by Usfollowing execution of this Agreement, or (b) on the date that You first log into the Service(s) using the login information provided by Us, or (ii) for existing and renewing SchoolStatus subscribers and customers, on the renewal date set forth the renewal quote(s) provide by SchoolStatus and accepted by You, and unless otherwise provided in the Order Form(s), shall continue for three (3) annual subscription periods and any partial prorated period at the beginning of the Initial Term, unless earlier terminated or extended as provided herein. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. "Order Form(s)" means the quote(s) and/or order form(s) executed and/or accepted by You and evidencing the subscription(s) for the Service(s) and setting forth the Services, subscription rate, and subscription period for the Service(s). The terms of this Agreement shall be deemed incorporated into and become a part of each Order Form(s) (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form(s), the terms of this Agreement shall prevail). "Service(s)" refers to the student data management system and package of software tools and services offered by Us under the name “SchoolStatus”, and if You elect to purchase, as indicated on the Order Form(s), also the additional services known a “Feedbak.” The Services utilize SchoolStatus Technology to securely integrate existing Customer Data into a single interface and provide this information to You through a designated website or IP address. "SchoolStatus Technology" means all of SchoolStatus' proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to You by SchoolStatus in providing the Service(s), together with all training and training materials provided by SchoolStatus to you in connection with the Services. “Software Product(s)" means the web-based software solutions owned by SchoolStatus and used to provide the Service(s). "System Administrator(s)" means those Users designated by You who are authorized to administer Your use of the Services. “Term” means the Initial Term and all extensions thereof, unless earlier terminated as provided herein. "Third-Party Application(s)" means online, Web-based applications or offline software products that are provided by third- parties and interoperate with the Services. "User(s)" means Your employees, representatives, consultants, contractors or agents who are authorized to use the Services and have been supplied user identifications and passwords by You (or by SchoolStatus at Your request). 2. ORDER FORM(S) Your Order Form(s) will identify the specific Service(s) You have elected to purchase. We will provide You with access to the Service(s) described in Your Order Form(s). Your Order Form(s) will further specify the subscription period for the Service(s), Your authorized use of the Service(s), the basic fees and charges for the Services (“Service Fees”), as well as any special payment terms not provided for herein. 3. CHARGES AND PAYMENT OF FEES Unless otherwise set forth on Your Order Form(s), the Services shall be billed and paid for on an annual subscription basis. You are responsible for paying all Service Fees as set forth in the Order Form(s) for the applicable subscription period in advance of the provision of any Services, either annually or in accordance with any different billing frequency stated in the applicable Order Form(s), whether the Service(s) are actively used. You must provide SchoolStatus with an executed and/or approved Order Form(s) as a condition to signing up for and commencement of the Service(s). Furthermore, except for disclosures required by applicable law, all pricing terms are confidential, and You agree not to disclose them to any third party. We will make the Service(s) available to You pursuant to this Agreement and the relevant Order Form(s) during the Term and each subscription period therein. You agree that any subscriptions hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by SchoolStatus regarding future functionality or features. You should subscribe to the Service(s) based on what the Service(s) provide today, not on what the Service(s) may include or SchoolStatus may provide tomorrow. Fees paid hereunder are non-refundable and shall not be prorated in the event of Your early cancellation or termination unless for reason of material breach by SchoolStatus. You are responsible for all applicable sales, use or other taxes or duties, however designated, except for taxes based on SchoolStatus' net income. If You claim tax exempt status, You agree to provide evidence of such tax exemption upon SchoolStatus' request. To the extent that such tax exemption cannot be properly claimed or does not extend to certain taxes or transactions, You will be responsible for any and all taxes and assessments that arise from this Agreement and related transactions (except for taxes based upon Our net income). 4. BILLING AND RENEWAL Unless otherwise provided in the Order Form(s), We charge and collect annual subscription(s) for the Service(s) in advance of use of the Service(s). We will issue an invoice to You each year on or before the subsequent anniversary of the commencement of the applicable Service(s) or as otherwise mutually agreed upon. The subscription renewal charge will be equal to the fees for each subscription period set forth on the Order Form(s). If the Term is extended beyond the Initial Term, and unless otherwise agreed by the Parties, the annual subscription renewal charge shall be at SchoolStatus’ then current subscription fees for the Service(s). You agree to provide Us with complete and accurate billing and contact information. This information includes Your legal organization name, street address, e- mail address, and name and telephone number of both an authorized billing contact and a license administrator. You agree to update this information within 30 days of any change to it. If the contact information You have provided is false or fraudulent, We reserve the right to terminate Your access to the Service(s) in addition to any other legal remedies. If You believe that a bill is incorrect, You must contact Us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. 5. LICENSE GRANT AND RESTRICTIONS Subject to the terms and conditions of this Agreement, SchoolStatus hereby grants You a non-exclusive, non-transferable, right to use the Service(s) identified on Your Order Form(s) solely for Your own internal school purposes. Unless otherwise provided in Your Order Form(s), such license shall be for the annual subscription periods throughout the Term, unless such license is terminated under the provisions of this Agreement. The Parties agree that all rights, including all intellectual property rights, to Customer Data shall remain Your exclusive property, and SchoolStatus has a limited, non-exclusive license solely for the purpose of performing its obligations as outlined in the Agreement. This Agreement does not give SchoolStatus any rights, implied or otherwise, to Your Customer Data, content, or intellectual property, except as expressly stated in the Agreement. This includes the right to sell or trade Your Customer Data. All rights not expressly granted herein are reserved by SchoolStatus and Our licensors. Please note that You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the Content in any way; (ii) modify or make derivative works based upon the Services or the Content; (iii) create Internet "links" to the Services or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Service. Your license to use the Services set forth in Your Order Form(s) permit You to use the Services for Your internal school purposes only, and You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (v) attempt to gain unauthorized access to the Services or its related systems or networks. 6. DESCRIPTION OF SERVICES; AUTHORIZED USE OF SERVICES “SchoolStatus”. The Services known as “SchoolStatus” uses SchoolStatus Technology to connect to and pull from the learning and data systems You use, whether kept in-house, by state officials or a third party, and to import all available instructional and operational data into one interface. Once imported, SchoolStatus Technology generates data analytics from the integrated data. You can view a complete student overview using the Services known as “SchoolStatus”. Features specific to the Services known as “SchoolStatus” are described in greater detail on Our website at www.schoolstatus.com. Communication Tools and Features. The Services known as “SchoolStatus” also includes communication tools and features that facilitate voice calling, emailing and text messaging via Our web application or personal mobile phone. The voice calling feature collects, records, transcribes and stores certain voice calls and makes the content of such calls and voicemails available through the SchoolStatus platform. The communication tools also allow for text messaging and emailing through the platform without identifying the mobile phone number of Your employee. Features specific to the communication tools and services are described in greater detail on Our website at www.schoolstatus.com. “Feedbak”. In the event that You elect to purchase the additional Services known as “Feedbak”, Feedbak uses SchoolStatus Technology to integrate Your teacher evaluation tools with Your data systems and allows Your administrators to conduct classroom observations via the Feedbak iPad application or Feedbak web application. Feedbak allows for the management of the entire teacher evaluation process including the online viewing of past observations and the posting of real- time comments in reply for a two-way communication with Your Teachers. Features specific to Feedbak are described in greater detail on Our website at www.schoolstatus.com. Additional Terms Specific to the Communication Tools and Features. Use of Cell Phones. The System Administrator and all those Users so authorized may use their personal cellular devices to initiate or receive calls if that individual does not have a microphone or speaker on his or her computer device as requested and required by SchoolStatus to provide the Services. However, the personal mobile number of the User will not be visible to the parent or guardian. Content of Communications. You will be solely responsible for the content of all voice calls and voicemails, emails and text messages, including the lawfulness and integrity of the content and Customer Data contained in all voice calls and voicemails. You agree that the content of all voice calls, emails and text messages will be free from any information covered by HIPAA. SchoolStatus shall have no liability or responsibility for the content or lawfulness of any voice calls, voicemails, emails or text messages or for any voice calls, voicemails, emails or text messages that do not connect or send or lose connection, or calls, emails or text messages that are not recorded or logged, or recording that becomes lost or unavailable as a result of Third-Party Applications and/or other technology failures outside of the reasonable control of SchoolStatus. SchoolStatus also reserves the right to limit the length of any and all voice calls, voicemails, emails and/or text messages. Although We believe after reasonable inquiry that the Telephone Consumer Protection Act (“TCPA”) allows for voice calls and text messages to student family wireless phones through the Service(s), it is Your responsibility to confirm that voice calls and text messages provided by You through the Service(s) comply with all applicable laws and are permitted by TCPA. Number of Users. The number of the Your Users using the communication tools and features shall not exceed the sum of (i) the number of teachers in Your school or district, as applicable, using the Service(s), plus (ii) the number of teachers in Your school or district, as applicable, multiplied by .10. Fair Access Policy. The communication tools and features of the “SchoolStatus” Services is a shared resource used by many users and schools across the country. As such, SchoolStatus reserves the right to take certain steps to ensure the application is available to all users. From time to time, We may investigate excessive resource usage (including, but not limited to, the volume of calling minutes used, the number of email and text messages sent and received, and the content of communications) in order to determine if the usage is within our terms of service and is not an abuse of the Service. Abuse and Suspension. We disclaim and assert that the communication tools and features are designed for one-to-one or one- to-small group style communication. The communication tools and features are not a mass notification or blast messaging service. The communication tools and features are built with safe guards to prevent Users from sending large volumes of communication to large groups (e.g., notifying an entire school that school is closed the next day). Circumvention of these safeguards (e.g., breaking messages into smaller groups to overcome group messaging limitations) is a violation of this Agreement. Use of the communication tools and features for non-education related purposes or for sending or receiving content which is prohibited under applicable law or attacks another because of their race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender, or gender identity, or serious disabilities or diseases are also violations of this Agreement. If a User violates this Agreement, We may suspend that User immediately and notify You in writing, including the offending user and content. We will reinstate that User at Your discretion. If a User repeatedly violates this Agreement, grossly attacks another, uses the Service to violate state or federal law, including, but not limited to the Child Online Privacy Protection Act (“COPPA”) or the Family Educational Rights and Privacy Act (“FERPA ”), or sends content which is prohibited by law, We may, at Our discretion, terminate that User’s account and ban the offending User permanently from any or all of Our Services. 7. CUSTOMER DATA Ownership and Return of Customer Data. SchoolStatus does not own any data, information or material that You or other authorized Users submit to the Services in the course of using the Services. You are the owner of such Data. You, not SchoolStatus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, retention, back-up, security and intellectual property ownership or right to use of all Customer Data; provided, however, that SchoolStatus shall have responsibility for the backup and storage of Your communications stored and/or saved through Your use of the communication tools and features of the Services and “Feedbak”. SchoolStatus shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data that You provide to Us in connection with the Service(s) by You or any third party. In the event this Agreement is terminated (other than by reason of Customer’s material breach), We will make available to You a file of the Customer Data held by SchoolStatus within thirty (30) days of termination if You so request in writing at the time of termination. You agree and acknowledge that SchoolStatus has no obligation to retain Customer Data and may delete and destroy such Customer Data more than thirty (30) days after termination. In addition, We reserve the right to withhold, remove and/or discard Customer Data held by SchoolStatus without notice for any breach, including, without limitation, Your non-payment. You agree and acknowledge that We have no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if Your account is 60 days or more delinquent. Upon termination of this Agreement for Your material breach, Your right to access or use Customer Data held by SchoolStatus immediately ceases, and We will have no obligation to maintain or forward any Customer Data held by SchoolStatus except as otherwise provided in this Section. In no event shall SchoolStatus be responsible for or have any liability for Your collection, use or misuse of Customer Data. Protection of Customer Data. SchoolStatus shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data. SchoolStatus shall not (a) modify Customer Data except as necessary for use of Customer Data to provide the Service(s), (b) disclose, share or sell Customer Data except as expressly compelled by law or as permitted in writing by Customer, or (c) access Customer Data except to provide the Service(s), improve the Service(s), or prevent or address service or technical problems, or at Customer’s request in connection with customer support matters. SchoolStatus shall abide by all applicable federal, state and/or local laws and regulations regarding the use and dissemination of Customer Data by SchoolStatus, including FERPA. In no event will You be responsible for or have any liability for SchoolStatus’ use or misuse of Customer Data. Each Party warrants and represents that it has plans in place in accordance with applicable State and Federal laws for responding to a data breach. In the event that a data breach occurs with respect to personally identifiable information shared under this Agreement, each Party agrees to immediately notify the other and make every reasonable effort to mitigate damages Use of Customer Data. SchoolStatus shall have the right to use the Customer Data, including personally identifiable information, solely to provide the Service(s) and improve the Service(s). SchoolStatus shall limit access to personally identifiable information in its possession to those within SchoolStatus and third parties with a legitimate interest in the information as it relates to the provision of the Service(s) under this Agreement. Equally, You agree to limit access to personally identifiable information available to You through the Service(s) to authorized Users and third parties with a legitimate interest in the information as it relates to the Service(s) under this Agreement. Upon termination of the Service(s), SchoolStatus shall destroy all personally identifiable information within sixty (60) days. You shall be solely responsible for the collection of all personally identifiable information concerning Customer Data; verification of the accuracy of all Customer Data; correction of any mistakes or other errors or inaccuracies to Customer Data; compliance with FERPA and any other applicable federal, state and/or local statutes and legislation regarding Customer Data; and Your use and integrity of the dissemination of all such Customer Data. Consent to Act on Your Behalf. You agree that We may act on Your behalf in order to access, retrieve, and/or download certain data files or documents from third parties necessary to provide the Service(s). Data to be shared or collected under this Agreement shall include the following elements: Student Name, Student ID, Student Dates of Birth, Student Enrollment and Demographic History, Student Graduation Data, Student Testing History, including results, Teacher or Instructor Identifiable Information and Demographic Information, User account information, Student Grades, Student Attendance, Student Discipline, Student Demographics (Race, Sex, Age, Home Address Parental Contacts, Poverty Data), and other demographics or data elements mutually agreed upon by the Parties and/or specified in the Order Form). It is Your responsibility to use the features of the Service(s) to limit access to data You may consider sensitive or privileged. 8. INTELLECTUAL PROPERTY OWNERSHIP SchoolStatus alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the SchoolStatus Technology, the Content and the Service(s) and any improvements, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service(s). This Agreement is not a sale, and We do not convey to You any rights of ownership in or related to the Content, the Service(s), the SchoolStatus Technology or the Intellectual Property Rights owned by SchoolStatus. The SchoolStatus name, the SchoolStatus logo, and the Software Product names and any logos associated with the Service(s) are trademarks of SchoolStatus or third parties, and no right or license is granted to use them. No rights are granted to You hereunder other than as expressly set forth herein. 9. LINKED SITES SchoolStatus does not endorse any sites on the Internet that are linked through the Service(s). SchoolStatus provides such links to You only as a matter of convenience, and in no event shall SchoolStatus or its licensors be responsible for any content, products, or other materials on or available from such sites. 10. THIRD PARTY APPLICATIONS As part of this Agreement, You recognize that certain third-party providers of ancillary software, hardware or services may require Your agreement to additional or different licenses or other terms prior to Your use of or access to such software, hardware or services, copies of which terms and agreements shall be provided by SchoolStatus to You from time to time as applicable. The Software Products may incorporate or reuse selected third-party or open-source software components or tools. If You install or enable Third-Party Applications for use with the Service(s), You acknowledge that SchoolStatus may access Customer Data as required for the interoperation of such Third-Party Applications with the Service(s). SchoolStatus shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by Third-Party Application providers. 11. YOUR RESPONSIBILITIES You are responsible for all activity occurring under Your account and each User’s account. You must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use and each User’s use of the Service(s), including those related to security and data privacy, international communications and the transmission of technical or personal data. You agree to: (i) notify SchoolStatus immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to SchoolStatus immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by You or any Users; and (iii) not impersonate another SchoolStatus user or provide false identity information to gain access to or use the Service(s). 12. TERM This Agreement commences on the Effective Date and shall continue so long as We are providing to You any Service(s) under an Order Form. We shall provide to You and You agree to purchase the Service(s) for the Term. Upon the expiration of the Initial Term for the Service(s), the Term shall be automatically renewed for successive renewal terms equal in duration to the Initial Term (excluding any partial prorated period) for such Service(s) at SchoolStatus' then-current fees. SchoolStatus shall provide You with an Order Form for each renewal term for each Service containing SchoolStatus’ charge for the Service(s) for the renewal Term at least 90 days prior to the end of the then current Term. Either party may terminate this Agreement by notifying the other party in writing of such termination at least 60 days prior to the end of the then current Term. 13. NON-PAYMENT AND SUSPENSION In addition to any other rights granted to SchoolStatus herein, We reserve the right to suspend or terminate this Agreement and Your access to the Service(s) if Your account becomes delinquent (falls into arrears). Delinquent invoices (accounts not paid within 30 days of invoice) may be subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for use of the Service(s) during any period of suspension. If You or We initiate termination of this Agreement, You agree to pay the balance due on Your account computed in accordance with the terms of this Agreement above unless You terminate this Agreement pursuant to material breach by SchoolStatus. We reserve the right to impose a reconnection fee in the event Your account is suspended and You thereafter request access to the Service(s). 14. TERMINATION Termination for Cause. Any breach of Your payment obligations or unauthorized use of the SchoolStatus Technology or Service(s) will be deemed a material breach of this Agreement. SchoolStatus, in Our sole discretion, may terminate Your password, account, or use of the Service(s) if You breach or otherwise fail to comply with this Agreement. SchoolStatus may terminate this Agreement and some or all of the Services(s) upon the occurrence of Your material breach, including but not limited to failure to pay outstanding fees, if such breach is a payment breach or if such breach is a non-payment breach and such breach has not been cured within 30 days of written notice of such breach by SchoolStatus to You. You may terminate this Agreement and all of the Services(s) upon the occurrence of a material breach by SchoolStatus if such breach has not been cured within 30 days of written notice of such breach from You to SchoolStatus. Upon termination for of this Agreement by You for material breach by SchoolStatus, SchoolStatus shall return to You, following receipt of Your written request, an amount equal to the prorated and unearned fees paid by You to SchoolStatus for the Services(s). Termination for Non-Appropriation/Availability of Funds. You may terminate this Agreement if funds sufficient to pay Your obligations under the Agreement are not appropriated by the applicable governing body or bodies or otherwise not available for payment of the next subscription period within the Term. In the event of non-appropriation, SchoolStatus will be provided ninety (90) calendar days written notice of intent to terminate, if such time is reasonably available to You. In the event of such termination, You will not be considered to be in default or breach under this Agreement for failure not to pay the subscription fees for the next subscription period within the Term, nor shall You be liable for any further payments ordinarily due under this Agreement, nor shall You be liable for any damages or any other amounts which are caused or associated with such termination. Fees for current and active subscription periods, as well as prepaid fees for future subscription periods, are non- refundable. 15. REPRESENTATIONS & WARRANTIES Each party represents and warrants that it has the legal power and authority to enter into this Agreement. SchoolStatus represents and warrants that it will provide the Service(s) in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service(s) will perform substantially in accordance with the online SchoolStatus help documentation, or other product documentation provided, under normal use and circumstances. You represent and warrant that You have not falsely identified Yourself nor provided any false information to gain access to the Service(s) and that Your billing information is correct. 16. MUTUAL INDEMNIFICATION To the extent permitted by applicable law, You shall indemnify and hold SchoolStatus, its licensors and any such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data in connection with the Service(s) infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by You of Your representations and warranties; or (iii) a claim arising from You or Your Users’ breach of this Agreement, provided in any such case that SchoolStatus (a) promptly provides You with written notice of the claim; (b) gives You sole control of the defense and settlement of the claim (provided that You may not settle or defend any claim unless You unconditionally release SchoolStatus of all liability and such settlement does not affect SchoolStatus' school or Service(s)); (c) provides to You all available information and assistance; and (d) has not compromised or settled such claim. SchoolStatus shall indemnify and hold You and Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service(s) directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by SchoolStatus of its representations or warranties; or (iii) a claim arising from breach of this Agreement by SchoolStatus; provided that You (a) promptly give written notice of the claim to SchoolStatus; (b) give SchoolStatus sole control of the defense and settlement of the claim (provided that SchoolStatus may not settle or defend any claim unless it unconditionally releases You of all liability); (c) provide to SchoolStatus all available information and assistance; and (d) have not compromised or settled such claim. SchoolStatus shall have no indemnification obligation, and You shall indemnify SchoolStatus pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service(s) with any of Your products, service, hardware, or business process(s). 17. DISCLAIMER OF WARRANTIES TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS PROVIDED IN SECTION 15, SCHOOLSTATUS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE(S) OR ANY CONTENT. SCHOOLSTATUS DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE(S) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE(S) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICE(S) OR THE SERVER(S) THAT MAKE THE SERVICE(S) AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. TO THE EXTENT PERMITED BY APPLICABLE LAW, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SCHOOLSTATUS. 18. INTERNET DELAYS THE SERVICE(S) MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SCHOOLSTATUS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 19. LIMITATION OF LIABILITY TO THE EXTENT PERMITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 20. MISCELLANEOUS Assignment. This Agreement may not be assigned by You without the prior written approval of SchoolStatus but may be assigned without Your consent by SchoolStatus to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Governing Law. This Agreement shall be governed by Mississippi law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Madison County, Mississippi. Remedies. In the event of Your breach of this Agreement, SchoolStatus shall be entitled to the following particular forms of relief as a result of such breach, in addition to any remedies otherwise available at law or equity: (a) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and You hereby consent to the issuance thereof, without bond, by any court of competent jurisdiction which has personal jurisdiction over You; and (b) if SchoolStatus is the successful party, SchoolStatus shall be entitled to recover all reasonable sums and costs, including attorneys' fees, incurred by SchoolStatus in any such action. Force Majeure Neither Party shall be held liable to the other Party for failure of performance where such failure is caused by supervening conditions beyond that Party's control, including acts of God, civil disturbance, strikes or labor disputes. Severability. If any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, this Agreement shall be enforced to the maximum extent possible to effectuate the original express intent of the parties. Limitation on Actions. Neither party shall bring an action arising out of this Agreement, regardless of form, more than one (1) year after the cause of action has arisen. Independent Contractor. SchoolStatus and its employees are independent contractors and shall not be considered Your employees. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. Export. Without in any way limiting the restrictions on transfer set forth elsewhere in this Agreement, You specifically agree that You will not, directly or indirectly, export or transfer any export-controlled commodity, technical data or software: (a) in violation of any laws, regulations, rules or other limitations imposed by any government authority; or (b) to any country for which an export license or other governmental approval is required at the time of export, without first obtaining all necessary licenses or other approvals. Execution. This Agreement may be executed in multiple counterparts, all of which shall be considered one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. In addition, this Agreement and all Order Forms may be executed by any party using esignature (e.g. through Proposify), facsimile and/or email, each of which will be deemed a binding acceptance and signature of the applicable party. Attorney’s Fees and Collection Costs. In the event litigation is commenced to enforce or interpret this Agreement or any provision hereof, or to collect any amounts due hereunder, the successful party in such litigation shall be entitled to receive, in addition to all other sums and relief, its reasonable attorneys’ fees and legal costs. No Third-Party Beneficiaries. This Agreement is made and entered into for the protection and benefits of the parties hereto and their successors and assigns, and no other person or entity shall be a direct or indirect beneficiary or have any direct or indirect cause of action or claim in connection with this Agreement or otherwise. Entire Agreement. This Agreement, together with the Order Form(s), constitute the complete and entire agreement between the Parties with respect to its subject matter, and supersedes all prior discussions, understandings, arrangements, proposals and negotiations with respect to the same. The terms and provisions of this Agreement supersede and replace any previous Terms of Service between Us and You. This Agreement shall not be subject to the Uniform Computer Information Transactions Act. This Agreement shall not be modified or amended without the written agreement of both parties.