Terms of Service
LICENSE, OWNERSHIP AND PERMITTED USE
License. Upon payment of the License Fee provided for herein and subject to the terms and conditions of this Agreement, SSC hereby grants to Licensee a non-transferable license to use the Software within their designated organization.
Ownership. Licensee acknowledges that title to the Software and all intellectual property rights associated therewith, including copyright and trade secret rights, will remain with SSC at all times. Licensee shall not contest or aid in contesting the ownership or validity of the trademarks, services marks, trade secrets, or copyrights of SSC, including those used in or with the Software. Licensee shall not remove, alter or obscure any trademark notices, copyright notices or other proprietary legends displayed by or used by SSC in connection with the Software.
Duplication of Software and Data. Except as provided herein, Licensee may not make copies of the Software or any portion of the Software or the data. Licensee shall not reverse engineer the Software and shall not allow the Software to be reverse engineered by any third party. SSC grants the Licensee permission to copy, print, and distribute the electronic version of the FutureForward™ training materials, resources/tools, and school specific data to staff and personnel within the Licensee’s organization only.
Permitted Use. Licensee and its customers shall prevent any unauthorized users from accessing the Software and shall take all reasonable steps to prevent unauthorized access to the Software. Licensee shall promptly inform SSC of any and all unauthorized access or suspected unauthorized access and unauthorized users or suspected unauthorized users of which Licensee has knowledge.
PAYMENT TERM AND TERMINATION
License Fee. As consideration of the Software provided to Licensee pursuant to this Agreement, Licensee will pay to SSC the License Fees upon invoice and subject to the terms and conditions of this Agreement.
Term. Unless sooner terminated as provided below, the initial term of this Agreement will be from the Effective Date through 06/30/2020, (the “Initial Term”) and shall renew automatically for an additional twelve (12) months after the Initial Term (the “Renewal Term”). Thereafter, the license shall automatically renew and Licensee will be billed the annual fee, unless the license is terminated as outlined below or written notice on non-renewal is provided by May 1 prior to the next renewal year.
Termination for Cause. SSC may terminate this Agreement at any time prior to the expiration of the then-current Initial Term or Renewal Term, if Licensee defaults in payment to SSC and such default continues unremedied for at least thirty (30) days after receipt by Licensee of written notice thereof. SSC may terminate this Agreement at any time prior to the expiration of the then-current Initial Term or Renewal Term, if Licensee defaults with respect to any other provisions of this Agreement and such failure or default continues unremedied for at least thirty (30) days after receipt by Licensee.
Termination Not for Cause. At any time after the Initial Term of this Agreement, either party may terminate this Agreement upon ninety (90) days written notice to the other party without the need to show cause for termination. Termination of the agreement will end automatic annual renewal. Once fee payment is made, there will be no refund during the then-current Initial Term or Renewal Term.
Delivery and Installation. The Software is a web based product that will be hosted on Apriton Educational Advisors servers located in a professionally operated hosting facility. SSC agrees to provide Licensee with a URL, login and password so that Licensee can access and use the Software.
Software Warranty. SSC represents and warrants that the Software, when properly used by Licensee, shall perform substantially as represented. SSC further represents and warrants to Licensee that SSC has the right to license the Software to Licensee as provided herein, and that neither the Software nor any part thereof infringes upon any proprietary rights of any third party.
Service Warranty. SSC represents and warrants that any training or other services provided by it during the Initial Term or any subsequent Term shall be performed in a timely and professional manner and shall conform to the standards generally observed in the industry for similar services. This service warranty is subject to Licensee working with and cooperating fully with SSC’s support staff.
Limitation of Damages. SSC shall not be liable to Licensee in connection with or relating to this Agreement, the Software and any transactions relating thereto for any direct, indirect, lost profits, consequential, exemplary, incidental or punitive damages, regardless of the form of action, whether in contract or in tort, including breach of warranty and negligence, regardless of whether SSC has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable. Notwithstanding anything to the contrary, the liability of SSC for any reason and for any cause of action whatsoever in connection with or relating to this Agreement, the Software and any transactions relating thereto shall be limited to the License Fees paid by Licensee. SSC shall not be liable for errors and omissions by Apriton Educational Providers in providing server hosting and support services, but SSC will maintain a hosting agreement with Apriton Educational Providers for which Apriton Educational Providers retains this responsibility and liability.
Termination of Warranties. The limited warranties set forth in this Agreement will terminate upon the termination of this Agreement.
Audit. Licensee will allow SSC to inspect Licensee database, related files and customer information. Licensee shall reasonably cooperate with and provide SSC with information concerning the Software and the system it operates on as may be requested by SSC from time to time.
Assignment. This Agreement will be binding on the parties and their respective successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other party.
Status. The parties agree and understand that both parties shall perform their obligations hereunder as independent contractors, and nothing contained herein shall imply an employer–employee, master-servant, joint venture, partnership, or other relationship between SSC and Licensee.
Entirety. The provisions contained in this Agreement set forth the entire understanding and agreement between the parties and supersede all prior agreements with respect to the subject matter hereof.
Modification. This Agreement may not be modified or amended except by written agreement signed by both parties.
Attorneys’ Fees. The prevailing party in any action to construe or enforce this Agreement will be entitled to payment by the other party of its reasonable attorneys’ fees and costs incurred in the preparation, prosecution and appeal of such action. The recovery of attorneys’ fees and costs will be in addition to any other injunctive relief or judgment obtained.
Severability. If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.
Governing Law. This Agreement shall be governed by the laws of the State of Minnesota without regard to any rules of conflict of laws of other jurisdictions.
Waiver. Failure of either party to enforce the provisions of this Agreement or the failure to require the performance by the other party of any provision hereof will not constitute or be construed as a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every provision at any time thereafter.
Injunctive Relief. Licensee recognizes the unique nature of computer software and the intellectual property rights associated therewith. Accordingly, Licensee acknowledges SSC’s right to immediate injunctive relief in case of any breach of this Agreement by Licensee, in addition to any other remedy which may be available, at law or in equity.