EDUSPIRE SOLUTIONS SOFTWARE TERMS OF USE AGREEMENT

This Terms of Use Agreement (“Agreement”), is made between Eduspire Solutions LLC (“Eduspire”) and Customer (“Customer”), with reference to Customer’s use of any software products or ancillary services provided by Eduspire (“Software”). Use of the software will constitute consent to the terms of this Agreement.

1. Software Service: Eduspire will provide Customer a limited nonexclusive Software License with web access to the Software for exclusive use by students, teachers and administrators for educational purposes. Access is restricted to those users and buildings which have secured current Software licenses from Eduspire or through any of its authorized resellers.
2. Software License Term: The Term of Software License granted by Eduspire is an annual term, which may be pro-rated in the first year of service from the Quote Date through the next June 30, unless otherwise stated. Terms automatically renew for subsequent years from July 1 – June 30 unless terminated by Customer at least 30 days prior to renewal for any reason including Budgetary Non-Appropriation. Customer will not be entitled to refunds for any portion of the then-current Term upon termination of their Software License once the Term has begun. Eduspire has the right to terminate Customer’s Software license immediately for any violation of the Terms of Use. Eduspire also has the right to terminate Software provided via this Agreement for convenience with at least 30 days written notice. In the event of termination of convenience by Eduspire, Customer will be entitled to a pro-rated refund for the current Term.
3. Implementation: Standard Implementation includes implementation of the Software without any customization. Customer is responsible for implementation, integration and any building-specific configuration of Software within Customer’s building. Eduspire will work with designated Customer building technical support staff who will be responsible for implementation and maintenance of Software within Customer’s building and integration with any applicable school systems. Streamlined Implementation offers a self-serve technical environment for school personnel to utilize pre-defined csv file formats, an administrator user interface, and integration with certain pre-defined third-party systems to set up their system and manage their own users. All paid implementation includes standard remote training for a designated staff and leadership team at the school. Other consulting or customization fees may apply if work requested is deemed out-of-scope, and travel and living expenses will apply if Eduspire staff onsite presence is requested.
4. Upgrades: Eduspire, from time to time, may provide upgrades and enhancements to the Software. It will make available to Customer all general upgrades, but not necessarily all upgrades will be available without additional cost (i.e., there may be specific upgrades or enhancements available for additional cost, or upgrades that affect only specific Customers).
5. Intellectual Property: All intellectual property pertaining to the Software, including any applicable trademarks and copyrights, is and shall remain the sole property of Eduspire. Customers will not attempt to copy or otherwise reverse-engineer or create derivative works from the Software, nor will they provide any information regarding the operation of the Software to any other parties. Customers will not publish videos, screenshots, or other information regarding the Software operation publicly without the prior permission of Eduspire.
6. Public Disclosure: Customer grants Eduspire the right to publicly disclose the fact that Customer is using the Software for Eduspire’s advertising and other promotional purposes, unless otherwise stipulated by Customer in writing.

7. Limited Warranty: Eduspire warrants that the Software will perform substantially, but Eduspire does not warrant that the Software is error-free. Eduspire’s sole obligation with respect to its limited warranty is limited to commercially reasonable efforts to either the repair of defects in the Software or the provision to Customer of an avoidance procedure upon notification by Customer of the deficiency.
8. Limitation of Liability: THE SOFTWARE IS PROVIDED TO CUSTOMER FOR ITS USE ON AN AS IS AND AS AVAILABLE BASIS. THE MAXIMUM LIABILITY OF EDUSPIRE, ITS EMPLOYEES, AGENTS, REPRESENTATIVES AND PARTNERS, FOR ALL DAMAGES, CLAIMS OR LOSSES WHATSOEVER, INCLUDING THOSE RELATING TO ANY ERROR, FAILURE, MALFUNCTION, OR DEFECT OF THE SOFTWARE, ANY BREACH OF THIS AGREEMENT AND ANY NEGLIGENCE OR OTHER MALFEASANCE BY EDUSPIRE SHALL NOT EXCEED THE AMOUNT OF FEES FOR THE SOFTWARE AND RELATED SERVICES ACTUALLY PAID BY CUSTOMER DURING THE TWELVE MONTHS PRIOR TO THE INITIAL DATE WHEN DAMAGES WERE INCURRED.

9. Indemnification: Customer shall defend, indemnify and hold harmless Eduspire and its partners, officers, directors, employees, agents, and assigns (collectively, the “Indemnified Parties”) from all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees), which the Indemnified Parties may incur, which may be imposed upon the Indemnified Parties relating in any way to the Software or Services rendered under this Agreement.
10. Assignment: Eduspire may assign its rights or duties under this Agreement to any successor by merger or consolidation or to any third party that acquires all or substantially all of its capital stock or assets or to any third party to which Eduspire transfers its rights to the Software, upon notice to Customer.

11. Force Majeure: Eduspire will be not liable for any delays or failure to perform any provision of this Agreement if such delay or failure arises directly or indirectly out of circumstances beyond its reasonable control, including Acts of God, acts of war, acts of terrorism, accident, acts, omissions and defaults of third parties and official, governmental and judicial action.

12. No Waiver: Eduspire’s failure to enforce its rights with respect to any single or continuing breach of this Agreement will not act as a waiver of the right to later enforce any such rights or enforce any other or any subsequent breach.
13. Choice of Law / Severability: This Agreement and the performance of the parties hereunder will be governed by and construed in accordance with the laws of the State of Pennsylvania. If any provision of this Agreement is illegal or unenforceable, it will be deemed stricken from the Agreement and the remaining provisions of the Agreement will remain in full force and effect.

14. Entire Agreement: This Agreement is a complete and exclusive statement of the Agreement between the parties with respect to its subject matter, and supersedes all prior oral and written communication between the parties about its subject matter.