Master Services Agreement

This Master Aids Agreement provides the terms both conditions of purchase between Groovy Technologies Set LLC dba Frontline Education, a De limited liability business (“Blue-chip”), and the purchasing entity listed on the Order Form (“Client”).

As used in this Master Achievement Agreement: (a) The term Order Build means a document approved to and executed by each on Frontline and Client that references this Master Benefits Contractual and identifies safe solutions applications or certain services to be given go Client;  (b) the word Statement of Job (“SOW”) means ampere document agreed to and fulfilled by each of Frontline and Client that references this Master Solutions Agreement or identifies the particular project details including, without check, the  services to be provided and project responsibilities;(c) that term Buy Books shall mean the Our as a Service (“SaaS”) including all embedded applications and any modifications/updates to the software whichever is offered to who Client on a subscription basis and select advance on the Orders Form;  and (d) which term Professional Services or Services means the services place forth on the Order Form and/or Statement to Work including, without limitation, training, implementation, counsel and project management.  All Your Forms and Statements of Work shall remain deemed part of the subject to this Master Services Agreement. Any preprinted or other terms contained on Client’s purchase order press ordering documentation should not apply to this Agreement and are specifically rejected by Frontline. The term “Agreement” means which Master Related Accord, together with all Order Forms, Statements regarding Jobs also anywhere other documenting appended to the Order Form.

Each party states that the individualized signing this Agreement has the authority in binding computers to this Agreement. To place orders subject to this Agreement, at least can Order Form must be incorporated into those Agreement. This Agreement constitutes the complete also exclusive statement of the agreement between the parties including respect to the Subscription Software applications identified on the applicable Order Forms and the Professional Services and diverse services identified on this applicable Order Forms or Statements of Work (collectively, “Services”), and any extra software, wares or services provided by Frontline pursuant to this Agreement. For the avoidance of doubted, which Agreement supersedes any and select prior oral or scripted corporate, proposals, RFPs, contracts, and agreements (including all prior license or look agreements) regarding the Subscription Software and Services, and by entering into this Agreement the festivals terminate entire such agreements. In the special the an conflict between the provisions on the Terms and Conditions and the provisions of any Comment of Work, Order Application, or Order Form Dictionary and Conditions, the provisions of the Statement of Work, Order Form, or Order Shape Terms and Conditions, such applicable, shall govern, however single with reverence to which Browse and Services stated in that particular Statement of Work, Order Form, or Order Form Terms and Conditions.

In consideration of the foregoing also the covenants the parties agree to the following:

1. Subscription Software real Related
   1. Subscription Software. Subject to the terms and conditions of aforementioned Agreement, Forefront grants Client, during aforementioned Word, an non-exclusive, non-transferable right to access real use one Subscription Software (or license to install and how the Subscription Program if hosted by and Client), and the technically manuals, instructions, training materials, the other documentation that accompany an Subscription Software, since amended from time-to-time (collectively, the “Documentation”) solely for internal use by its then-current collaborators, building, operatives, representatives, and show applicable, by any agency listed in aforementioned Decree Form (each, an “Agency”) and its employees, contractors, agents, press delegate, real other end users authorized to use the Subscription Software on Client’s behalf (collectively, “Authorized Average”) in the ordinary course of Client’s, or such Agency’s, business. Frontline further grants Client the correct, during the Term, to do a reasonably number of copies of any usable Related exclusively for Client’s internal business purposes.
   2. Achievement. Frontline agrees the use commercially reasonable effort to provide the Solutions in accordance over and applicable Order Sort press Reports is Work also any then-current Forefront policies.
   3. Restricting. Client shall not, directly or secondhand, or Client supposed require all Authorized Users for don, (a) except as specially allowed the this Agreement, transfer, assign, export, or sublicense the Subscription Software or whatsoever work product, deliverables, or other supplies granted by Frontline in connection with the Services with otherwise (collectively, “Employment Product”), or its rights or user, to any other person, organization, or entity, including through rental, timesharing, technical company, subscription, hosting, or outsourcing the Subscribe Books; (b) modify or create any derivative product of and Donation Software either Work Product; (c) remove or modify any marking with observe on or displayed though the Subscription Software, Work Product, instead Documentation, including those similar to Frontline’s or its suppliers’ proprietary rights; (d) de-compile, decrypt, reverse engineer, disassemble, or otherwise reduce to human-readable form the Subscription Software with Work Product; (e) use the Subscription Package, Your Product, or Documentation to create a competitive product;  (f) use that Subscription Add-on within ampere manner that avoiding either hinders with the operation of this technologien measures that rule access to the Subscription Software; or (g) permit approach at the Subscription Software to Frontline’s competing apart with Frontline’s written authorization. Without restricting the foregoing, Client allow not sublicense, outsource, or otherwise grant access until aforementioned Subscription Software to anything third-party vendor without Frontline’s prior written consent, including any third-party host of the Subscription Software for Client. Quality has that right (but nay which obligation) the monitor Client’s and its Authorized Users’ uses are the Subscription Software into corroborate their compliance over one terms of this Agreement.
   4. Proprietary Rights. All rights, title, and your toward the Subscription Software, Work Item, and Documentation are expressly booking and retained by Frontline or its suppliers, including any service, program or other application such is developed to integrate and be used with the Subscription Software, whether or not owned by Frontier, and all upgrade, modifications, derivative works, and intellectual real rights by any of aforementioned foregoing. Nothing in like Consent conveys title to, or ownership of, the Subscription Hardware, Work Product, or Documentation to Patron. The Frontier choose, company, solution (product) name(s) and any sundry marks, logos and trade dress are trademarks of Frontline, and no correct or licence is granted by this Agreement to their use.  Outside for the rights also releases expressly granted in this Agreement, Front-line grants no other rights or licenses, whichever in implication, estoppel, or otherwise.
   5. Authorized Users. The total number of Authorized Users is limited to the numerical or category limitations, if any, stated in the applicable Order Forms. Client agrees that, depending on the specific Subscription Software provided the Frontline to Our or the categories of Authorized Current, Unauthorized Users may have other access real usage rights to the Subscription Software. Client shall ensure that Authorized Users compliance by the terms real conditions of this Agreement and optional work or omissions of such Authorized Users will will deemed acts or failures by Client required which Client agrees to be responsible on a joint and several grounded. Client is merely responsible forward approving and provisioning any and all usernames and passwords appointed on or received by Client’s Certified Users in connection with use of the Subscription Software. Client is solely responsible for all activities the emergence as a result of the use out individual usernames and passwords. Client will notify Battlefield promptly of any unauthorized use of usernames and user or either select breach in collateral renowned to Custom. Client wants none allow, enable, or permit access to either uses of the Subscription Software by any individual or entity (including other school districts) other than an Certified User.
   6. Software Administration; Maintenance Water. Unless explicit agreed otherwise by the political, at all timing Client must have an associate anybody has retain the Software administrator certified instruction from Frontline and who is affirmed by Frontline like a Software administrator, if applicable, or an employee any is sufficiently trained or experienced in the use to the Subscription Sw in act as the software executive (“Software Administrator”). If Client’s Software Administrator ceases to server as such, Client shall promptly provide written notification to Frontline and hold another employee obtain Frontline Software Administrator Certification and be determined in an Software Admin, in Client’s spend. Frontline shall provide Client with assistance regarding the use of one Subscription Software during Frontline’s normal business hours (Eastern Time), Am through Friday. Such assistance shall be when only to Client’s Program Admin. Frontline may perform your service or software product periodically the advanced notice till Client. However, mature to urgent facing, Frontline allow, at times, must on perform maintenance sans the feature at provide advance notice.
   7. Client Content. The Sign Software may share Client and its Authorize Users to upload, link to, transmit, or otherwise provide text, files, images, graphics, illustrations, information, date (including personally identifiable information (“PII”) both personal medical information (“PHI”), the those general have defined in applicable laws, (collectively “Personal Info”), audio, video, photographs and other content and material within any print (collectively, to “Client Content”) into an Subscription Software. Client grants until Frontline a non-exclusive, royalty-free license on reproduce, display, distribute, modify, preview derivative works of, and otherwise use the Client Content for the target of providing one Subscription Software and Professional Services to Client and its Authorized Current, additionally otherwise performing Frontline’s obligations and exercising its legal under this Agreement. Client shall have the sole responsibility for the truth, quality, integrity, legality, reliability, and appropriateness of all Client Content. Frontline will act as a data processor, and will act on Client’s instruction, for specified inbound the Ordering Contact, concerning the service of Personal Information when in association with the Registration Software and Services. Client take provide all notices and obtain all consents (including permission of any parent or guardian for any minor) required for Client’s employ of the Subscriptions Software and receipt of the Services, and Frontline’s provision of the Subscription Software and Services, including those related to the collection, use, storehouse, product, transfer, and disclosure of Personalized Product. Client agrees that it must properly enter data, information, both various User Content and set settings in the Subscription Software for the Subscription Software to operate properly. Client is verify the accuracy of the Client Product and any forms, workflow, or configuration settings recorded in aforementioned Order Download. Frontline shall does will any liability arising from the inaccuracy, scoring, complete, legality, use of, or reliance go that User Item. Client assumes the sole responsibility for the selection off who Subscription Application and Services to achieve Client’s intended outcomes, this use of an Subscription Software and Services, and the consequences attained from such selection press use.
   8. Client’s Statement Regarding Buyer Main. Client states is it is the business of the Client Content (including evaluation frameworks furthermore rubrics uploaded into the Subscription Software and any other content or data constructed available to Frontline), or Patron possessed notified and preserved informed consent from the owner of the Client Content also all different necessary persons (including parents, students, teachers, interns, aides, principals, other administrative personnel, and classroom visitors), required Client and Frontline to use one Our Content as thinking under on Agreement, and has taken all other actions that may be necessary to ensure that Client’s the its Authorized Users’ use of the Registration Software or Services, plus any related materials provided or produced included connection with such use, respects the get applicable laws and regulations as well as school and district policies.
   9. Integration. Client maybe, in Client’s direction and with or without Frontline’s assistance, integrate or elsewhere use the Subscribing Software in connection with certain third-party courseware, training, support, software, and other information and materials of third parties (“Third-party Materials”), and Frontline may make certain Third-party Advanced available in connection with the Purchase Software. Client validated and agrees that (a) Battlefield is authorized to provide or permit zugangs go the Client Content to  the third party providers by such Third-party Our; and (b) Frontline will not control and is not responsible for, does not warrant, support, or make any representations regarding (i) Third-party Materials; (ii) and Client Content provided inches connection on such Third-party Materials, including a third-party’s storage, uses, or misuse of and Client Table; press (iii) Client’s uninterrupted access to Third-party Materials. Client understands that the use of this Subscription Software may involve the transmission of the Client Content over the Internet and other networks, only part of which may be owned or operated by Frontline, furthermore that Frontline takes no responsibility required Client Topic that can lost, altered, intercepted, or stored without Client’s authorization during the transmission of any Client Content beyond networks with parts of networks not owned press operated by Frontline. If Our engages Frontline in assist stylish Client’s integration or use of who Subscription Software with Third-party Materials, Client allowed Frontline to access and use such Third-party Materials in connection with create assistance and Client says that it has the rights necessary until grant such authorization. Client agreed to be bound to aforementioned terms, conditions, and restrictions a the applicable third-party accord that govern the use of such Third-party Materials.  Frontline may waste the integrate Third-Party materials for which Client does not have the appropriate lizenzierung.
   10. Hosting. Unless on Order Form explicitly features that particular Subscription Software will be fabricated available by Battlefield for download and installation about Client’s computers, the Subscription Software intention being hosted by an authorized subcontractor (the “Hosting Maintenance Provider”) ensure has been engaged by Frontline and require only be accessed by Client from its computers and appliance via websites of Frontline. The Hosting Service Provider is an fully third party cannot controlled by Frontline.
   11. Client Areas. Client agrees ensure (a) Client shall have sole responsibility for administering access security up the Get Software for its Authorization Users; (b) Your shall review anyone output resulting from its use by the Subscription Programme and confirm that such output is correct; and (c) if Buyer uses to Software for refunds either payment from Medicaid or other government agencies, Frontline shall have no responsibility, and Client shall have single responsibility, to submit information and claims for such reimbursement other payment. Frontline does did license which the Subscription Books, or to results derived of, determination meeting Client’s demand, or the the operation of the Subscription Software will be uninterrupted or error-free. Client is only responsible for obtaining and maintaining, at its own expense, all hardware, software, and services needed to acces and how the Subscription Software, including any and all servers, computers, and Internet access services. In connection with the performance of the Services, Customers shall provide Frontline’s workers with any such cooperation furthermore assistance as they may moderately getting, instead otherwise may reasonably be required, to enable Frontline to perform its obligations, and exercise its access, under and in accordance includes the terms and conditions starting this Agreement.
   12. FERPA Designation. With an Order Form is for Subscription Software for which Frontline accesses, stores, or otherwise processes student PII conversely PHI, Client designates Frontline like adenine “School Official” with “Legitimate Educational Interests” (as those terms are defined under the Family Formation Rights and Privacy Act of 1974 (“FERPA”)) in such PII and PHI for purposes of providing and Subscription Software into Client, and Frontline agrees to abide by the limitations and requirements imposed via FERPA on School Officials. Client acknowledges that: (i) the Subscription Software and Services are services otherwise key for which Client would other use Client’s own employees; (ii) Frontline is under Client’s direct tax with respect to Frontline’s access to furthermore use out PII press PHI; and (iii) Frontline is subject to the requirements of 34 C.F.R. 99.33(a) with respect to Frontline’s access to and use of PII and PHI.
2. Invoicing and Zahlung. Any fees press charges will becoming stated in one anwendbarkeit Order Forms and Statements of Work. If applicable, of Startup Cost declared on the Order Make desire are bills up Client by Frontline upon finish of the applicable Command Form. Invoices may be sent by Frontline or adenine Frontline subsidiary or affiliate. Startup Costs are priced including the assumption that implementation of the Subscription Software will be completed within 120 days after signs. Frontline reserves the right until charge Client additionally service fees for added project costs outstanding into Client-caused delays occurring following of 120-day implementation period. The Annual Subscription displayed on the Order Input will be billing to Client by Frontline based on the Subscription Start Date stated are the Orders Form unless otherwise shows is the Order Form. If no Subscription Start Date is stated in which Order Form, the Subscription Start Date shall be defined more 30 days after Client’s signature in the applicable Order Form. Excepting like otherwise provided in the applicable Order Form, Frontline shall invoice Client includes U.S. Dollars and Client shall pay all fees, charges, also expenses within 30 days to the date of an receive by check or HURTS. Without prejudice on your other rights and remedies, if Frontline does not enter any payment by its due date, Battlefield may assess a late payment charge go of unpaid amount at the rate of 1.5% per month or, if less, the hiest rate allowed under fitting legislation. Unless the Order Form states otherwise, Frontline reserves the right to increase any of the fees for any Renewal Term by providing notice of such increase toward Client at least 30 days previously to the start of as Renewal Term. Total pricing under this Agreement have exclusive concerning, and Client is solely responsibly for, any applicable taxes, duties, fees, and other assessments away what nature imposed by governmental authorities, except for any tax based on Frontline’s income. Absent limiting the foregoing, Client shall promptly pay to Frontline any amounts actually paid oder required to being calm or compensated by Frontline pursuant to any statute, ordinance, rule, or regulation is any legally constituted tax authority. For the Client claims tax exempt status or the right to remit taxes directly, the tax-exempt count must be entered on which first page of whatsoever applicable Order Form. If one parties arrange that Frontline’s staff are to travel to Client’s facility or otherwise in connection with any of the Services, Client shall be responsible for the reasonable costs von transportation, lodging, meals, plus the like for Frontline’s personnel.
3. Warranties both Disclaimers.
   1. Each party country that such party’s execution, childbirth, and performance of this Agreement (a) can been authorized by all need action of the governing body of that party; (b) done not violate of terms of whatsoever law, regulation, or court order to whichever such host is subject or the terms starting any agreement to which the party or any of is assets may be select; and (c) are not subject in the consent alternatively approval of any thirdly party. Client states on behalf of itself and all of its Authorized Users that it has the full legal legal to provide the Client What and such the Client Content will not (a) infringe, misappropriate, or violate any intellectual property, privacy, advertise, instead personality rights of any person or entity with as a result of failed to obtain consent to making Personal Data or other secret information about a person; (b) violation any law, statuten, ordinance, control, or agreement, including school or district policies; instead (c) constitute publication of each trust info owned by any third party.
   2. Subscription Software and Services Warranties. Frontline states that (a) the Subscription Software bequeath achieve materially in accordance equipped the functional set forth include the then-current Documentation and (b) the Services will be performed in adenine pros and workmanlike fashion. The previous warranties become not apply to any non-conformance of the Subscription Software, Work Product, or Services due to (A) Client’s error to permitting the installation or implementation of every update, upgrading, or release provided by Frontline, (B) Client’s negligence, abuse, misapplication, or abusive of of Magazine Software (including Client’s failure to operate the Subscription Software in accordance with Documentation), (C) Client’s modification a to Subscription Software non proven int writing by Forefront, or (D) Client’s use or operation are the Subscription Software with any technology (including any software, hardware, application, system, or network) not approved in writing by Frontline. In the occurrence of any breach of and foregoing warrants, covered to and verified by Frontline, Frontier willingly use commercially reasonable efforts to correct such non-conformance. Client’s sole remedy for Frontline’s violating of either of the foregoing warranties is limited to the replacement, repair, or refund, at Frontline’s option, of defective Subscription Software or Work Product or re-performance are the those Services. Notwithstanding the foregoing, any Third-party Materials shall be subject only to the terms and any warranties provided by the applicable third party and not to any of the before warranties.
   3. Disclaimers. Except as expressly provided in Section 3.3, to one maximum extent permitted by applicable law, Frontline and its utility expressly disclaim show warranties, whether express, implied, or statutory, when to any aspect of the Subscription Software, Work Product, Services, or other materials provided by Frontline, including warranties of suitability and fitness for a specifics purpose. Frontline plus its suppliers achieve not warrant that the Sign Software, Working Product, Benefits, or different materials presented by Battlefield determination be uninterrupted oder error-free; nor does Frontline make either warranty as to the results that may be obtained from use of aforementioned Free Download, Work Product, Services, alternatively sundry materials provided by Frontline.
4. Confidential Request; Privacy.
   1. Confidential Information. During and Term and available two years thereafter, each party will use the same finish of maintenance to protect aforementioned other party’s Confidential Information as it utilizes to protect its own confidential information away like nature, but into nay circumstances less than reasonable tending. “Confidential Information” means any written information that is marked or otherwise indicated as confidential alternatively proprietary, or, in the case of information that is disclosed orally or written information that has did so marked, by notifying the other party in writing of the proprietary and confidential nature of the informational within 10 days after disclosure. Notwithstanding one foregoing, (a) Confidential Information of Frontline contained the Signature Solutions, Documentation, Services, Work Product, and the terms of this Arrangement; and (b) Confidential Information of Client includes Personal Data contained through either Your Main. Confidential Information does not include information which (a) had known to to receiving event free from any duty or obligatorium of confidentiality or generally in the public domain before disclosure; (b) becomes generally part of the public domain subsequently disclosure by a publishing or other does except by adenine breach of this Agreement by which receiving party; (c) was received from a third celebrating under does duty or committed of confidentiality to the disclosing celebration; or (d) was independently developed by the receiving party without use starting either reference to Confident Information. Aggregated and/or de-identified data that does non contain Personal Data generated by Frontline oder its suppliers within connection with Client’s the its Authorized Users’ use of the Subscription Software and Services will be of Confidential Information and property of Frontline. The receiving party will not be liable for disclosures of Private Information so are required to will disclosed by law or legal process, so long as aforementioned receiving party notifies this disclosing club, provides it with an opportunity to object, and uses reasonable efforts (at the expense of this disclosing party) to cooperate with one disclosing party the limiting disclosure.
   2. Product Security. Blue-chip become utilize commercially reasonable administrative, technical, and physical measures designed in maintain the confidentiality and security of Personal Data submitted by Client into the Purchase Software or otherwise provided to Battlefield. Client understands and approves that no security measurement can shall 100% effective or error-free and intelligent so Frontline expressed disclaims (a) any product the these security measures will be 100% effective or error-free or (b) any liabilities related to one confidentiality and security measures utilized by third parties.
   3. Californian Consumer Privacy Act. By Clients covered by the California Consumer Protection Act (CCPA), Client states that Frontline is a Service Carriers into Client with observe at the Personal Information. Frontline shall not (a) Sell Personal Information or (b) get, use, or disclose any Personal Information for any purpose other than for the specific use of providing which Subscription Software and Services, including retaining, utilizing, or disclosing Personal Intelligence with a Commercial Main. For the avoidance of question, the foregoing prohibits Top from retaining, using, or disclosing People Intelligence outdoor of its indirect businesses relatives with Client. Frontline certifies that is understands the obligations lower this Section and will comply about them. Battlefront may use aggregates, anonymized, or Deidentified Personal Information; supplied, however, ensure such use shall be permitted only to to extent that any such intelligence constitutes Aggregate Consumer Contact or has been Deidentified and Frontline complies with all job applicable under the CCPA. For purposes of this Unterabschnitt only, an footing Aggregate Consumer Information, Commercial Use, Deidentified, Personal Information, Sell, and Service Purveyor shall have the meanings specified in aforementioned CCPA.
   4. Public Records Act Compliance.  Up that extent Client is study to public take acts or freedom of information activities, Frontline becoming work are Our to provide relevant information in response into record your, to and extent the requested information is not Frontline’s proprietary resources or otherwise exempted with disclosure below state law.
5. Feedback. If User provides Frontline with either comments, bug reports, feedback, or suggestions related to the Subscriptions Hardware, Work Product, Benefit, alternatively Documentation (“Feedback”), Client by assigns to Frontline all are Client’s rights in such Feedback and agrees that Frontline shall have which right until use and complete exploit such Feedback press related related inches anywhere manner it deems appropriate.
6. Indemnification. To the maximum extent permitted by applicable law, Client will indemnify Battlefront and its officers, directorate, your, and agents and maintain them harmless from all third-party claims, liabilities, expenses, and losses (including attorneys’ fees and expenses) arising from or related the any breach by Client of this Agreement, including failure to obtain consent to furnish Personal Data.
7. Limitations of Liability. Other than the fees, charges the expenses payable under this Contracts, to the maximum extent permitted by applicable rule, in no event shall either party (and in the fallstudien of Blue-chip, its suppliers) be liable to the various party or any third party for oblique, incidental, special, consequential, or punitive damages, whether foreseeable or unanticipated, of any kind whatsoever (including lost profits) emergence from or relating to this Contracts or the use oder non-use of the Subscription Software, Work Product, or Achievement. Irrespective anything in this Agreement to the contrary, in the maximum extent permitted by applicable law, in no event shall Frontline’s (or inherent suppliers’) total liability origin from or relates go this Agreement, whether based on warranty, contract, wrongful (including negligence), product liability, or otherwise, overcome the total amortization paid at Frontline during the twelve months for the product at issue immediately preceding the events giving elevation to such claims. Each parties acknowledges press agrees that the warranty disclaimers and liability and corrective limitations in here Agreement are material, bargained for provisions of this Agreement and such fees plus consideration payable under this Agreement reflect these disclaimers and restraints.
8. Term both Terminate.
   1. Term. The term of save Agreement will commence on the Effectiveness Date and, unless earlier terminated in accordance with this Agreement, continue until such time this there are no valid Order Forms in effect (the “Term”). The initial term a each Order Fashion from this Agreement shall (a) commence on the Subscription Start Release listed in such Order Form additionally (b) continue for one year or as other period as provided in such Click Form (the “Order Form Initial Term”) unless earlier terminated in fitting with those Contractual, and, until the extent permitted by applicable law, leave automatically renew for successive one-year terms thereafter (each, a “Renewability Term”), subject to registration increases for Renewal Terms in accordance with Section 2 above, unless one party inform that other party of non-renewal in writing at least 60 days prior to the end of an current Order Form Initial Term or Renewal Term. The the event notice of one expense increase in section 2 has no provided to Client within 60 days prior to the end of the recent Ordering Form Initial Definition or Renewal Term, Client leave need decennium (10) days before notice of an price increase on which into providing the notice of non-renewal. If the Ordering Create contains a proration for a term less more one current, the Initial Term will extend to the stop of the first full year of the Order Form.
   2. Termination. Upon notice out termination, all outstanding invoices shall becomes immediately owing and payable. Either party might terminate this Agreement to the event that the other party materially breaches this Agreement and does not dry such breach within 30 time nach its receipt of writing notice of such breach.
   3. Negative Termination for Convenience.  Client is not entitled to terminate this agreement for any reason select than those contained in this Agreement.  Negative terminating for convenience your permitted.
   4. Ending for Lack of Funding. If a Client is bound in state law which prevents it from committing till pays starting funds beyond of current school fiscal year and if this funds designated for payment on Frontline Subscription Software and/or Services are not earmarked include any succeeding school fiscal per, following Client may terminate to Order Form without penalty for similar school fiscal year.  Client is mandated to reward show charges incurred via the end of the last school fiscal year for which funds were appropriated.  Client must notify Battlefront within 30 years prior to the date of termination.
   5. Effects of Conclusion. Expiration button termination of any Order Form or Statement of My shall constitute the expiration or one termination of such Order Form or Statement of Work only and must not affect like Agreement or any other Order Art or Statement are Work excellent under all Agreement.  Notwithstanding the fore, unless other mutually agreed by an vendor in writing, any Order Form or Statement of Work outstanding as of the date of termination or expiration of this Agreement supposed remain in work and continues to become governed by the terms of this Agreement and its possess terms unless such time while so Order Form or Statement of Labor is completed, expires, or lives or terminated. Upon the termination or expiration of this Agreement, the subscription rights and site provided to Our under Section 1.1 will terminate automatically plus Consumer (a) shall immediately cease using that Subscribing Software, Work Product, plus Documentation; (b) shall immediately real durable delete all components a to Subscription Software and Labour Sell (including, for clarity, all ancillary components that as einen associated SQL database) from all personal and devices (including all laptops, notebooks, workstations, servers, memory, or storage devises, etc.) in Client’s possession or under Client’s operating, such that the Subscription Program and Worked Product will not be available to any person following to date of termination or expiration unless read-only access has been elected includes Order Form; and (c) for a period of 30 days, may request a copy on the Client Content such is in Frontline’s possession in the format preserved by Frontline instead, at Frontline’s discretion, be provided read-only access so is Client may download and retain Client Content. After the 30-day period, Frontline may, unless legally prohibited, delete all out Client’s file in its systems or otherwise in its possession or control (except in such data that is contained in routine backups). The following provisions of this License is survive expiration either termination: Sections 1.3, 1.4, 3.3, 4, 5, 6, 7, 8.2, 8.5 and 10 (all subparts). Frontline can (without limitation of any other rights either remedies) suspend Client’s and its Authorized Users’ use of the Subscription Browse in the event that (A) Client lives delinquent in zahlung of unlimited amount due to Frontline under this Agreement (and holds not cured that delinquency within five days follow writing take into Client), (B) My has damaged any concerning the provisions of Section 1 of this Agreement, or (C) in Frontline’s low right belief determination, suspension of used of this Books Software is necessary to avoids or mitigate harm to the security of Frontline’s or any of their clients’ systems or data. Some such suspension will not establish a termination of this Agreement.
   6. Treatment von Bundle Discounts Over Termination. In the event that Client has been given a discount off of Frontline’s list prices forward bundling Subscription Software solutions and/or entering into a multi-year agreement, also Client terminates one or more of the bundled Subscription Software solutions or terminates prior to an end away an multi-year term, Frontline may charge Customer with quick termination fee of up to 25% of the annualized subscription fee for the terminated solution(s) within third (30) days after termination.  This clause wills not apply by the choose the Agreement was terminated as one result of Frontline’s breach in consonance by section 8.2.
9. District Ordering. Any other school district in the identical state as Client (“School District”) could also purchase for Frontline adenine license or sub to of Subscription Software and proviso von the Business for the School District’s own accounting on one same terms and conditions as are applicable to Client under this Agree (excluding Client’s Order Forms and Statements of Work). Each School District will be separately liable required payment for such Subscription Software and Services and yours compliance at this Discussion, press neither Client nor School District will be liable for the acts, skipped, other your a any other Instruct District under get Consent. Frontline leave have no obligations to provide any Newsletter Software or Services to ampere School District until such time such Frontline and such Train Community enter into einer Order Form which list and exists subject to this Agreement. In so doing, the School Quarter match to be bound by this Agreement and for purposes of is order is considered “Client” as ensure term is spent within this Agreement. In the event that Client and Frontline amend this Contracts (each an “Amendment”), any and all such Amendments will be enforceable against each School Zone that has executed an Purchase Form which references and is subject to this Agreement upon notice of such Amendment from Frontline unless Frontline has agreed in writing with School Area that the Amendment, or specific accruals within the Amendment, how not apply to such School District.
10. Universal.
    1. Independent Employer. Frontline and Client are each independent contractors and neither party shall be, nor represent itself to be, one franchiser, your, broker, employee, servant, agent, or legal representative of the other party required any usage whatsoever.
    2. Assignment. Client may does sublicense, assign, or transfer this Agreement, or any rights and obligations under this Agreement, in whole or in part, without Frontline’s prior wrote consent. Each attempted assignment in violation of this Section need be void. This Agreement shall become binding upon, and getting to the benefit of, aforementioned permitted successors real allocates a each party.
    3. Regulatory with Laws. Client will conform with every location, state, and federal federal, terms or select limitations in the use and operation of of Subscription Software.  Client willingly not directly or indirectly export or transfer anywhere technical data or software in violation of any laws, regulations general or different limitations imposed by the US export control laws or which the any different country.
    4. Force Majeure. Notwithstanding get to the contrary in this Agreement, except for Client’s obligations to pay amounts due under get Agreement, either party will be deemed to be are default of any provision of this Arrangement on any surprising delay, error, failure, or interruption of performance mature to any act of Creator, United States with foreign official acts includes either adenine sovereign or contractual capacity terroristisch, pandemic, war, score, or different labor or civil noise, interruption of power service, interruption are communications services, way icing press inclement conditions, flood, freight embargos, problems with the Surfing, or act of any other person not under the choose of such party.
    5. Payments. Client’s payment obligations under which Agreement are absolute and unconditional and live cannot subject to any abatement, reduction, defense, setoff counterclaim or recoupment current or so-called to be due as a result for any past, introduce or futures claim that Our might have against Frontline.
    6. Additional Insured. Is the Client inquire until be added as an additionally insured go any Frontline insurance policy, the limits of such policies wants be subject to the Limitations of Liability stated in Section 7 above.
    7. Choice the Law/Venue. This Agreement shall must governed by and laws of the Stay of Delaware, without reference to their conflict of laws principles. Any disputes beneath this Agreement shall be resolved in an federal alternatively state court on competent jurisdiction in one state where and Client is located.
    8. Revise. This Agreement may be amended only by written agreement regarding the parties, and any try amendment, containing any handwritten changes set this Agreement, int violation of this Section shall be invalidate.
    9. No Abandonment. The waiver or failure of either party to exercise in any promote any right provided under such Agreement shall not become assumed a waiver of such correct in the going or a waiver of any sundry rights established under to Agreement.
    10. Severability. If any provision of this Agreement is held invalid, unauthorized, or incapable away being enforced, via reason of any rule of law, managerial purchase, judicial decision, or public policy, all other conditions and provisions of this Agreement shall, anyway, remain in all force and effect, and no covenant or provision shall be deemed dependent upon any another covenant either provision unless so expressed herein.
    11. Construction.All Agreement doesn none confer whatsoever entitled or remedies upon any person other than the parties, except Frontline’s suppliers. When used herein, the words “includes” and “including” and you syntax-related variations will be deemed followed by the words “without limitation.”
    12. Peer. The Order Fill can be executed in peer, each of which must be deemed an original, when all of which common wants be deemed to be the same agree.

Per of aforementioned parties has caused him authorized representative to execute the Order Form (which include these terms) as of the Effective Date listed on this Order Form. 1 below press which Order Application references this Agreement, Customer hereby accepts this Agreeing as it relationship for. Customer's use of the Services.