LICENSE AGREEMENT
This SOFTWARE LICENSE AGREEMENT (the Agreement) made as of
this __ date of ______________, 20____, (the Effective Date) is entered into by and between RK SOLUTIONS, L.L.C., a New Jersey limited liability company (hereafter Licensor) having a principal place of business at 240 Kinderkamack Road, Oradell, NJ 07649 and ___________________________________, an educational institution, comprising the following entities (elementary school, middle school, high school, parent organization, etc): ________________________________________________________________ and having a principal place of business at ______________________________________________, and any other secondary places of business hereafter Licensee as described in Schedule B.
RECITALS
WHEREAS, Licensor has designed and developed and is the sole and exclusive owner of a certain software product and package entitled SchoolsOnINet more particularly described in Schedule A (hereafter, the “Product”);
WHEREAS, Licensee desires to secure a license to utilize the Product in its school system for the benefit of its student body.
WHEREAS, Licensor desires to increase its sales and its marketing and promotional efforts with respect to the Product;
NOW, THEREFORE, in consideration of the mutual promises made
herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:
(a) “Authorized Industry” shall mean the educational industry.
(b) Documentation shall mean any manual prepared for the Product together with any product specifications and any other agreements involving the terms, conditions, or use of the Product.
(c) Proprietary Information shall mean any and all copyrights, trademarks, service marks, patents or other intellectual property now or hereafter owned by Licensor in connection with the Software (as hereinafter defined) or the Product and any continuations, or modifications thereof, and any unpublished research and development information, know how, trade secrets, and technical data in Licensor=s possession, ownership or control, as of the Effective Date of this Agreement with respect to the Product or the Software, which Licensor has the right to license to others, whether copyrightable, patentable or otherwise, relating to the manufacture and sale of the Product and the technology related to the production and quality control thereof.
(d) ASchool@ shall mean all schools/divisions, and departments/entities operated by the Licensee at the main address set forth above and other locations as described in Schedule B
(e) “Software” means (i) the object code versions of the computer programs that are incorporated into the Product; (ii) all related Documentation; and (iii) any update or revision of these items.
(f) ASource Code@ shall mean the human readable version of the Software, including programmer comments and procedural code.
1. GRANT OF LICENSE. Licensor hereby grants to Licensee the non-transferable right and License, subject to the terms and conditions of this Agreement, to use the Product in the School during the Term (the ARights@) with such Rights to be exclusive to the Licensee in the Authorized Industry and which Rights are granted herein pursuant to specifications approved by Licensor and all processes and vendors relating thereto being subject to the prior and express written approval of the Licensor, which approval shall not be unreasonably withheld nor unduly delayed.
1.1 The Rights shall include the right to use the Product and the Proprietary Information to assist the Licensor in the marketing, promotion, sale and distribution of the Product to third party institutions in the Authorized Industry (collectively “Third Party Institutions”), subject to the specific and express prior written approval of Licensor (such rights hereafter referred to as the APromotional Rights@).
(a) The Licensor will provide Licensee with all necessary Documentation with respect to the Promotional Rights.
(b) The Licensee shall direct any and all inquiries involving the Product directly to the Licensor.
1.2 Requirements: The Licensor will perform all services required to manage the installation and maintenance of the Product (AProduct Management@) in the School, provided however, that Licensee shall furnish all labor, materials, equipment, personnel, facilities and services required, in the commercially reasonable discretion of Licensor, to effect the Product Management, including, but not limited to, ensuring school computers meet minimum system requirements, providing data and content to Licensor in requested format, preparing training schedules and facilities to train teachers, performing website tasks through functions and web tools provided.
In addition the Licensee agrees to following specific requirements by the Licensor:
Personnel Requirement:
1.2.a. Licensee agrees to appoint at least one person as a SOIN liaison who can communicate well with the school administration and Licensor.
1.2.b. The SOIN liaison will have reasonable knowledge of computers and will be familiar with the internet.
1.2.c. The SOIN liaison will report problems, issues to Licensor in a timely manner and in the specified format requested by Licensor.
1.2.d. The SOIN liaison should be reasonably organized and willing to learn the SOIN system.
1.2.e. The SOIN liaison should have pleasant manner and should be a people person.
Infrastructure:
1.2.f. Licensee agrees to provide a minimum bandwith of 1.5 MBPS and minimum CPU availability of 75%. Failure to provide these requirements will result in an unsuccessful implementation of SOIN.
1.2.g. Licensee agrees that if the school’s internet connection is not as recommended by the Licensor, the Licensor will cease all support until the problem is resolved.
1.2.h. Licensee agrees to meet all the client requirements specified in Schedule C
1.3 This License shall expressly exclude the right to sub-license the Rights.
1.4 Licensor reserves all rights in and to the Software and the Product, except for those rights granted expressly to Licensee herein. Licensee may not decompile or disassemble the Software, or attempt to obtain or obtain Source Code to the Software.
2 CONSIDERATION. In consideration for the rights granted herein, the Licensee shall use its best efforts to support the Licensor in its efforts to market, promote, commercially exploit, sell and distribute the Product (AMarketing Efforts@), which Marketing Efforts shall include, by way of example, but not limitation:
(a) Providing references to Third Party Institutions with respect to its use of the Product;
(b) Promoting the Product at educational seminars, conferences, and meetings, and educational technology seminars;
(c) Encouraging evaluation of the Product by Third Party Institutions; and
(d) Providing Licensor with the opportunity to bid on
Licensee=s Intellectual Technology projects (AIT Projects@) that may arise during the Term.
3 TERM; TERMINATION. This agreement commences on the Effective Date. The terms of the contract commence on the date of implementation and are for five years from the date of implementation. The contract terminates on the date which is five (5) years from the date of implementation (“Termination Date”) unless earlier terminated as hereinafter provided.
3.1 The licensor reserves the right to terminate this agreement without any notice, if the Licensee defaults on payments. In such an event, the Licensee agrees to pay the Licensor the balance of the monies that are owed to the Licensor. If there is a dispute regarding a breach of this Agreement which results in litigation, the losing party shall pay to the prevailing party the reasonable attorneys= fees, court costs and related expenses of such party incurred or paid in prosecuting or defending such litigation.
3.2 Upon expiration or termination of this Agreement, Licensee shall immediately cease all further use of the Product and the Software and all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor.
3.3 In addition to the rights and obligations which by their nature are intended to survive expiration or termination of this Agreement, the provisions of paragraphs 7, 8, 9, 11, 12 shall survive the expiration or termination of this Agreement. All other rights and obligations of the parties will cease upon termination of this Agreement.
3.4. Renewal Term(s). This Agreement and each Statement of Work will continue automatically for additional 5 (5) year terms (“Renewal Terms”), unless otherwise agreed to in writing by the Parties or terminated upon notice by either party, at Licensor’s then current rates and charges.
3.5 Termination. If the licensee decides to terminate this contract before the completion of the Term, the licensee agrees to pay the licensor the remainder of the balance at the time of the termination based on the price proposal agreed by both parties. The price proposal has been provided either with this document or prior to release of this document.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS.
4.1 The Licensor hereby represents and warrants as follows:
(a) The Licensor is a limited liability company, organized, validly existing and in good standing under the laws of New Jersey, and has all requisite power and authority to own or license its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and any agreements contemplated herein, and to consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement (and all other agreements provided for herein) by the Licensor, and the consummation by the Licensor of all transactions contemplated hereby, has been duly authorized by all requisite company action. This Agreement and all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Licensor is a party constitutes the valid and legally binding obligations of the Licensor, enforceable against it, in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors= rights generally. The execution, delivery and performance by the Licensor of this Agreement and the agreements provided for herein, and the consummation by the Licensor of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule or regulation applicable to the Licensor; (ii) violate the provisions of the Certificate of Formation of the Licensor; (iii) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (iv) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Licensor pursuant to, any indenture or other instrument or agreement to which the Licensor is a party or by which it or any of its properties is or may be bound. All required consents or approval of any third party to consummate the transactions contemplated by this Agreement have been obtained and satisfied.
4.2 The Licensee hereby represents, warrants, and covenants as follows:
(a) The Licensor does not claim to be an expert in the Authorized Industry. Licensor makes no warranties on the benefits or results arising from the user of the Product. The Licensor is not responsible for any claims, proceedings, damage, injuries, liabilities, losses, costs and expenses (including reasonable attorney’s fees, and other legal costs) arising out of any claim from any individual or group, including but not limited to claims of physical or emotional distress arising from the use of the product. All users accessing the Product can not hold the Licensor responsible for any damages.
(b) The Licensee is an educational institution, duly accredited, validly existing and in good standing under the laws of the State of New Jersey, and has all requisite power and authority to carry on its business as now being conducted, to execute and deliver this Agreement and any agreements contemplated herein, and to consummate the transactions contemplated hereby;
(c) The execution and delivery of this Agreement (and all other agreements provided for herein) by the Licensee, and the consummation by the Licensee of all transactions contemplated hereby, has been duly authorized by all requisite action. This Agreement and all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Licensee is a party constitutes the valid and legally binding obligations of the Licensee, enforceable against it, in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors= rights generally. The execution, delivery and performance by the Licensee of this Agreement and the agreements provided for herein, and the consummation by the Licensee of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule or regulation applicable to the Licensee; (ii) violate the provisions of any organizational documents of the Licensee; (iii) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (iv) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Licensee pursuant to, any indenture or other instrument or agreement to which the Licensee is a party or by which it or any of its properties is or may be bound. All required consents or approval of any third party to consummate the transactions contemplated by this Agreement have been obtained and satisfied.
(c) Licensee shall use its best efforts to promote and commercially exploit the Product in the Authorized Industry;
(d) In the event that Licensee shall in any direct or indirect manner, develop any improvement to the Product or the Software and such improvement is later incorporated by Licensor in an improved or modified Product (AImproved Product@), such Improved Product shall be the sole property of Licensor and Licensee hereby assigns any such improvements to Licensor. All such improvements made by the Licensee shall be promptly disclosed to Licensor and shall hereinafter become the property of Licensor.
(e) The Licensee shall use its best efforts to protect the confidentiality of the Proprietary Information in accordance with the terms set forth in Section 6.
5. LICENSEE=S ACKNOWLEDGEMENTS. Licensee hereby acknowledges and understands that neither the Product nor the Software:
(a) Has been developed or prepared to meet the Licensee=s specific or individual requirements other than those requirements set forth in Schedule an attached hereto;
(b) will operate uninterrupted or error free;
(c) can be tested in advance in every possible operating combination and environment; and the Licensee further acknowledges that:
(d) all errors in the Software may not be able to correct;
(e) it is not possible to produce software known to be
error free in all circumstances; and
(f) EXCEPT AS OTHERWISE SET FORTH HEREIN, LICENSOR
GRANTS NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE, REGARDING THE PRODUCT, ITS FITNESS FOR ANY PURPOSE, MERCHANTABILITY, OR OTHERWISE.
5.1 The Licensee further acknowledges that:
(a) the Licensor is not, and does not claim to be an expert in the Authorized Industry;
(b) the Licensor is the sole owner of the web-sites and has the sole right and absolute discretion to determine and monitor, and approve any and all advertisements to be posted on the Licensee=s web-sites; and
(c) any e-commerce activity associated with the web-sites in connection with the Product provided to the Licensee by the Licensor must be previously reviewed and approved by the Licensor. Any such activity may be subject to additional Atransaction fees@ to be determined by the Licensor.
6. CONFIDENTIALITY. The parties acknowledge that by reason of their relationship to each other hereunder each will have access to certain information and materials concerning the other’s business of a special and unique value that is confidential and of substantial value to that party, which value would be impaired if such information were disclosed to third parties, which information may include, without limitation AProprietary Information@ (as hereinafter defined) know-how, technical information, technical software, proposals, books and records relating to operations, finances, accounting, sales, personnel and management; policies and matters relating particularly to operations such as student names and addresses, price lists, client service requirements, costs of providing service, operating and maintenance costs and pricing matters (AConfidential Information@). The Licensee also recognizes that a portion of the Licensor’s business and the business of its clients may be dependent upon a large number of trade secrets, including techniques, methods, processes, data, developments, designs, improvements, and the like. The protection of these trade secrets and Confidential information against unauthorized disclosure or use is of critical importance to the parties and each party agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the other party, and will take every reasonable precaution to protect the confidentiality of such information. Each party shall mark confidential materials as AConfidential@ AProprietary@ or with such similar language indicating its confidential nature.
6.1 In the event of a breach or threatened breach by either party of the provisions of this Section, the non-breaching party shall be entitled to an injunction restraining the breaching party from using or disclosing, in whole or in part, such Confidential Information. Nothing in this Agreement shall be construed as prohibiting the non-breaching party from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the breaching party. No party shall be deemed in default of this Agreement if such disclosure is made pursuant to the judicial process or is ordered to be disclosed by a court of competent jurisdiction in any litigation between the parties.
6.2 Upon expiration or termination of this Agreement for any reason, the Licensee shall promptly deliver and return to the Licensor all Proprietary Information, property of Licensor, including, but not limited to, manuals, lists, data, software, proposals, contracts, letters, notes, notebooks, reports and copies of any of the above, and any and all other materials of a secret or confidential nature relating to the Product, the Software, or the Licensor’s business which are in the possession or under the control of the Licensee. The Licensee will not take with it any reproduction of any of the foregoing.
6.3 The Confidential Information protected by this Section 7 does not include information (such as, but not limited to, data, documents, technical information, software, books, know-how, etc.), which is in the public domain, known to and/or within the trade and/or which are in any way, shape, manner or form available to the public, whether from public or private sources.
7. TRADEMARKS AND TRADE NAMES.
7.1 (a) During the Term, Licensee may utilize the Trademarks in connection with the Marketing Efforts, and shall conspicuously indicate that such trademarks are Trademarks of Licensor. Nothing herein will grant to Licensee any right, title or interest in the Trademarks. Upon termination of this Agreement for any reason, Licensee will immediately cease all use of Trademarks.
(b) Licensee will ensure that the entire Product and any Software in Licensee’s possession or control incorporate copyright and other proprietary notices in the same manner that Licensor incorporates such notices for the Product or the Software, or in any manner reasonably requested by Licensor.
8. PATENT, COPYRIGHT AND TRADEMARK INDEMNITY.
(a) Licensor shall have no liability for any claim of
infringement based on or to the extent arising from:
(i) Licensee use of an outdated or unaltered release of any Software if such infringement would have been avoided by use of updated and amended Software which had been offered to Licensee (at no specific additional cost to Licensee);
(ii) the combination or use of the Software with
hardware or software not furnished or approved in writing by Licensor unless such use or combination is reasonably contemplated by the Product Specification and Documentation or by this Agreement; or
(iii) the use of any Software that has been modified or altered by any party other than Licensor without Licensor=s prior express written permission;
(b) Licensor shall not be responsible for any problems of any nature arising from the use of Software or the Product for purposes for which it was not designed, (the purposes for which it was designed being those clearly apparent from the Documentation and/or Schedule A.
9. LICENSEE=S INSURANCE. Licensee, at Licensee’s own cost and expense, shall obtain or provide and keep in full force for the benefit of the Licensor during the Term, general public liability insurance, insuring the Licensor, as named insured, against any and all liability or claims of liability arising out of, occasioned by or resulting from any accident or otherwise, with respect to the Product or the Software or this License for injuries to any person or persons, for limits of not less than One Million ($1,000,000.00) Dollars (combined single limit) for injuries or death of any person or persons, in any one accident or occurrence and for loss or damage to the property of any person or persons, for not less than One Hundred Thousand ($100,000.00) Dollars.
10. PROPERTY OF LICENSOR. Any and all patents, copyrights, trademarks, source code, or web-sites including, but not limited to, any future or currently pending applications and all reissues, renewals, extensions, divisions, continuations and continuations in part and all revenues deriving wherefrom and any and all additional patents, copyrights, trademarks, or web-site obtained by Licensor for any improvements, enhancements, or modifications of any of the Software or the Product, and any and all foreign counterparts thereof, without regard to their validity, shall be the sole and exclusive property of Licensor.
11. INDEMNIFICATION.
11.1 Licensee shall defend, indemnify and hold the Licensor harmless from and against any and all claims, damages, losses and expenses (including reasonable attorney fees and costs) for claims for damages to property, injury or death to persons arising or resulting from the Licensee=s negligence involving its use of the Product or the Software or from any breach of its representations, warranties or other obligations hereunder.
11.2 Licensor shall defend, indemnify and hold the Licensee harmless from and against any and all claims, damages, losses and expenses (including reasonable attorney fees and costs) for claims for damages to property, injury or death to persons arising or resulting from any breach of its representations, warranties, or other obligations hereunder.
12. PRODUCT MAINTENANCE SUPPORT RESPONSIBILITIES.
(a) The Licensor shall provide Product Management and
technical support in accordance with the terms set forth in Schedule A.
(b) Additional consultative support or software
enhancements specific to Licensee (AAdditional Services@) shall be provided in accordance with the terms set forth in Schedule A.
13. RELATIONSHIP OF PARTIES. Each of Licensor and Licensee shall be related to the other as an independent contractor and neither shall have any right to make any representations or warranties on behalf of the other or in any manner to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other party or in any way to bind the other party in any respect. Licensee is not an agent for Licensor nor are any of its employees agents of Licensor. Neither party is a legal representative of the other party.
14. LICENSOR=S AFFILIATES. Any references to Licensor shall include Licensor=s affiliates.
15. ARBITRATION. Except with respect to any disputes involving any question, dispute or claim involving the existence or validity of any proprietary right of Licensor, or any infringements in Licensor=s proprietary rights to the Software or the Product, any and all disputes or controversies arising out of or relating to this Agreement or breach hereof shall be settled by arbitration in the State of New Jersey, in accordance with the rules then pertaining of the American Arbitration Association, and judgment upon the decision rendered may be enforced in any court of competent jurisdiction. The cost of such arbitration proceedings shall be borne equally by the parties, each of whom shall bear his own attorney’s fees, except as hereinafter provided.
15.1 If it is determined by the arbitrators that one party was in default hereof or instituted (or defended) such arbitration proceeding not in good faith or without a reasonable basis in law or fact(”Defaulting Party”), such Defaulting Party shall bear the costs of the arbitration proceeding and pay to the other party the reasonable attorney’s fees and costs incurred in such proceeding, which amounts shall be separately determined by the Arbitrator in such proceeding and become part of the amount of the arbitration award, payable by the Defaulting Party to the other party.
16. WAIVERS. No waiver by either party of any breach or default by the other in the performance of or compliance with any obligation under this Agreement shall be deemed to be a waiver of, or shall in any manner release such other party from compliance with, the performance of or compliance with the same or any other obligation under this Agreement in the future. No Agreement shall in any manner impair the exercise of any such right accruing to such party thereafter.
17. ADVICE OF COUNSEL. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.
18. GOVERNING LAW; CONSENT TO JURISDICTION. The parties hereto hereby agree that this Agreement shall be governed by, and construed in accordance with, for all purposes, the laws of the State of New Jersey, without reference to its rules concerning conflicts of laws, and further agree that the New Jersey State courts or the federal court located in the state of New Jersey shall have exclusive jurisdiction to hear and determine any suit instituted under this Agreement. Each party expressly submits in advance to such jurisdiction in any action or proceeding commenced by the other, hereby waiving personal service of the summons and complaint or other process or papers issued therein, and agrees that service of such summons and complaint, or other process or papers may be made in accordance with the Notice provisions of this Agreement.
19. REFERENCES; HEADINGS; LANGUAGE. References to clauses, schedules, and or exhibits in this Agreement are to clauses and schedules and exhibits to this Agreement. The headings to the clauses of this Agreement are for ease of reference only and shall not affect the interpretation or construction thereof. Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted. Words importing the singular shall include the plural and vice versa, words importing any gender shall include all other genders, words importing persons shall include bodies, corporate, unincorporated associations and partnerships and vice versa. References to the whole shall include the part and vice versa.
20. SEVERABILITY. Each term, condition and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. If there is any conflict between any term, condition, or providing of this Agreement and any statue, law, ordinance, order, rule or regulation, the latter shall prevail; provided, that any such conflicting term, condition, or provision shall be limited only to the extent necessary to bring it within such legal requirements and the remainder of this Agreement shall not be affected thereby.
21. BINDING EFFECT. This Agreement shall be binding on and for the benefit of Licensor and Licensee and their respective successors and assigns. Neither party shall be entitled to assign, sublicense, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party hereto except as otherwise agreed to herein.
22. ENTIRE AGREEMENT. This License Agreement constitutes the entire and final expression of agreement between the parties pertaining to the subject matter of the License Agreement and supersedes all other communications between the parties. No alteration or modification of this Agreement will be binding upon either Licensor or Licensee unless made in writing and signed by an authorized representative of each.
23. AMENDMENT. This Agreement may not be amended, in whole or in part, except as agreed to in writing and signed by an authorized representative of both Licensor and Licensee.
24. FORCE MAJEURE. Neither party shall be liable to the other for any alleged loss or damages resulting from failure to perform due to acts of God, natural disasters, acts of civil or military authority, government priorities, fire, floods, epidemics, quarantine, energy crises, acts of war or terrorism, or riots. Each party shall promptly notify the other party of such event.
25. PUBLICITY. Except as otherwise expressly permitted herein, neither party shall advertise or publicize the existence of this Agreement or any of the specific terms and conditions thereof, except to each respective parties, attorneys, accountants, and other professional advisors with a need to know.
26. NOTICES. All notices and communications hereunder are required to be sent to the parties at their respective addresses set forth above, (or such other address as either party may subsequently notify the other party) by (i) facsimile with confirmation of transmission, (ii) personal same or next day delivery with written verification of receipt; or (iii) commercial overnight courier with written verification of delivery. All notices so given shall be deemed given upon the earlier of receipt or one (1) day after dispatch.
27. LIMITATIONS OF LIABILITY. LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE PRODUCT OR THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR INTANGIBLE LOSSES (EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE LOSS OF DATA AND/OR USE OR THE INABILITY TO USE THE PRODUCT, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PRODUCT, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF LICENSEE=S TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH THE PRODUCT; OR (V) ANY OTHER MATTER RELATING TO THE PRODUCT OR THE SOFTWARE. LICENSEE HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL PRODUCT CONTENT.
In addition to the terms set forth above, neither Licensor nor its information providers or content partners shall be liable regardless of the cause or duration for any errors.
Inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity of, the information contained within the Product.
Licensee=s sole and exclusive remedy for any breach of this agreement by Licensor shall be a replacement of the Product or the Software. Licensor is not responsible for, and shall have no liability with respect to, the product content of third party web sites that are linked to or from the Product. Licensor is not responsible for the user generated content in connection with the Product.
IN WITNESS HEREOF, the parties have caused this Agreement to be executed as of the date first written above.
Witness: LICENSOR:
R.K. SOLUTIONS, L.L.C.
By:
Rekha Kasturi, [Managing Member]
Witness: LICENSEE:
By:
Name
Schedule A
1. Product Description
The Schools-ON-I-Net product is a web based communications forum designed to increase the efficiency of the school and increase parental involvement.
2. Licensee Specific Requirements
Please see Schools-ON-I-Net Member Use Agreement
3. Product Management and Technical Support
Please see Schools-On-I-Net Proposal for details on Project Management, Training and Technical Support
4. Additional Services
Additional Services beyond the agreed upon features, or specific enhancements made to existing features per Licensee’s request to be determined and may incur additional charges.
Schedule B
1. Licensee premises:
________________________
________________________
________________________
Schedule C
Client Responsibilities
Schools-On-I-Net becomes your school’s partner for this project. In order to create a productive working relationship, SOIN suggests your school appoint specific individuals with the following roles and responsibilities. These individuals will become the SOIN Liaison Committee. The SOIN Team will assume all information coming from the appointed individuals has been approved for posting and/or making changes. SOIN will work with the liaison/s in the following capacities, each of which should have a primary contact (could be the same person):
• Website Content:
Information for the website should be presented to SOIN from one source, and in an organized fashion. It will be this person’s responsibility to gather descriptions, write-ups, anecdotes, photos, etc, that will be used in the information pages of the website.
• Website Design, if applicable
We will work with client to create a look and feel that suits your educational institution. In addition to group meetings, one person or small subcommittee can relay ideas or notes from a bigger group more effectively than if notes and ideas were coming from various sources.
• SOIN Contacts
Individuals named by the school as SOIN Contacts will be responsible for the supporting and promoting the use of Schools-On-I-Net. Responsibilities include: ensuring that all school computers meet the hardware and software requirements for use of the SOIN system; reporting comments and feedback from users to SOIN; helping to schedule meetings; helping users with basic tasks on SOIN.
• Data Migration (SOIN Templates)
SOIN will provide data templates for student, parent and staff information as well as class, schedule and class list information. This contact will be providing information from the current student information system in the templates provided by SOIN.
• Testing
The SOIN team performs internal testing on the set up and live servers. The system is very complex and offers a great deal of flexibility. You may have specific uses for the system and therefore, after the implementation of the platform, or of an enhancement or new feature, SOIN will ask you to test or pilot parts of the system.
• Website Administration
SOIN provides extensive tools for performing website tasks, i.e., News and Event management. It will be your school’s responsibility to appoint individuals to be responsible for such tasks. SOIN will be available as “back up” support in case an urgent situation arises or if the task cannot be carried out through SOIN’s pages.
