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.
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Software Service: Eduspire will provide Customer with 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. Customer is responsible for implementation,
integration and any building-specific configuration of Software within Customer’s building.
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Right to Termination: Eduspire has the right to terminate Software provided
under this Agreement with at least 60 days written notice.
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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.
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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).
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.