Master License Agreement

Master License Agreement

This Master License and Services Agreement, as well as any purchase order form expressly referencing this Agreement (collectively, the “Agreement”), is made between your school (“Customer”) and ScholarChip, a ScholarChip Card L.L.C. , with its principal office at 1 Dupont Street, Plainview, NY 11803 (“ScholarChip”).

WHEREAS, ScholarChip Card L.L.C. (“ScholarChip”) is in the business of supplying software applications and related services to educational and similar organizations, including, among other things, technology services and software for use in connection with premises monitoring and access, building and classroom attendance, and student behavior management; and

WHEREAS, Customer desires a license to use of ScholarChip’s software as set forth in the applicable Purchase Order form (the “Software”), and ScholarChip’s web portal, together with any hardware and other services provided by ScholarChip in connection with the Software and/or the ScholarChip web portal (collectively, the “System”); and

WHEREAS, ScholarChip and Customer desire to enter into this Agreement setting forth their respective rights and responsibilities and memorializing the terms and conditions pursuant to which ScholarChip will provide to Customer the Software and Services, as defined below, for a fee.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties intending to be legally bound hereby agree as follows:

1. Definitions. Those terms that are capitalized and defined in the Recitals or within the body of this Agreement shall have the meaning ascribed to them in the text. Additionally, the terms set forth below are defined as follows:

“Applicable Laws” means any state, local or federal laws, including, without limitation, the Children’s Online Privacy Protection Act (“ COPPA”), Family Education Rights and Privacy Act (“ FERPA”) and any other laws or regulations governing privacy or publicity rights, that may be applicable to Customer, any Designated Organization, any Students, Staff, Visitors, or ScholarChip, as relates to the foregoing parties’ rights or responsibilities in connection with this Agreement.

“Licensee”, “Customer”, “you”, or “your” means the undersigned counterparty to this Agreement. To the extent that you are a Master Contractor, only those Organizations set forth in the attached Purchase Order Form (each a “Designated Organization”) shall have the right to use the Software and Services pursuant to this Agreement. These Designated Organizations, may, in ScholarChip’s sole discretion, be required to sign a separate license and services agreement; until such time as they may be required to do so, however, such Designated Organizations shall be deemed to be authorized sub-users and sublicensees under this Agreement, and shall be bound by all the terms and restrictions applicable to you.

“Licensor”, “we”, “us” or “ScholarChip” shall mean ScholarChip Card L.L.C.

“Master Contractor” means any Customer that is entering into this Agreement on behalf of, or for the benefit of, or otherwise in order that other organizations may access the System and use the Software or Services, whether such Master Contractor may be acting as an agent, representative, procurement entity, supervisory body, or school district for such other Organizations.

“Organization” shall mean any school, school district, institution or other organization or entity that may use the Software, Services, or System. A “Designated Organization” is one that has the right to use the Software and Services pursuant to this Agreement, as entered into by a Master Contractor.

“Personal Information” means any information that, alone, or along with other information, or viewed in context, may be used to identify a particular individual, including, without limitation, the name, address, phone number, date of birth, social security number, student ID number or identifier, email address, social media handle, any parent, guardian, sibling or authorized contact name, or other information pertaining to any User, Student, Visitor or other third party.

“Purchase Order Form” means a written purchase order form signed by the parties to this Agreement, which expressly references this Agreement, and which forms a part hereof.

“Staff” means any person employed by either an Organization and, if applicable, any Designated Organization using the Software, Services, or System pursuant to this Agreement, including full- and part-time teachers, school administrators, non-teacher employees, proctors and other persons providing services for or on behalf of such organization.

“Student” means any child or young adult enrolled in, attending, or otherwise under your care or supervision or the care or supervision of an Organization as a student/pupil; in certain instances, the term “Student” may include students of other schools or institutions who are authorized to be on an Organization’s or any Designated Organization’s premises (collectively and individually, the “Premises”). All Premises authorized to use the System under this Agreement are set forth in the Purchase Order Form.

“User” means any licensee authorized to use the System under this Agreement, and may include, but is not limited to Staff, including the Staff of any Designated Organization.

“Visitor” means any person seeking entry onto an Organization’s (or any Designated Organization’s) premises through the appropriate entry/access facilities, and may include any parents, guardians, or other person(s) authorized to enter the premises and pick up a particular Student (each such persons being an “Authorized Pickup Visitor”), third party vendors, staff and/or students of other schools or organizations, or other persons authorized to obtain access to such Premises.

2. Term. The Term of this Agreement is set forth in the Purchase Order Form and means the initial contract term and any extensions thereof.

3. License Grant.

Conditioned on your upon your (i) acceptance of the terms of this Agreement; (ii) your ongoing compliance with its terms; and (iii) any Designated Organization’s acceptance and ongoing compliance with all terms of this Agreement and any other agreement between it and ScholarChip, including any sublicense and/or any payment of any required fees, ScholarChip hereby grants to you and any Designated Organization a non-exclusive, non-transferable, non-sublicensable, fully revocable license to use the Software and access the System for the sole purpose of carrying out your monitoring access, Student attendance, and behavior management functions at the applicable Premises, set forth in the relevant Purchase Order Form. ScholarChip expressly reserves all rights not expressly granted to you in this paragraph.

The license granted in this Paragraph 3 shall be limited to those Premises set forth in the Purchase Order Form, as may be amended from time to time.

To the extent reasonably required to provide the Software and Services to you or any Designated Organization under this Agreement, you hereby grant to ScholarChip a royalty-free, non-exclusive, worldwide right to copy, store, record, transmit, display, view, process, analyze or otherwise use any and all data, including Personal Information, provided to ScholarChip or otherwise entered into the System by any Licensee, Visitor, Staff, any Designated Organization or any other User (the “Data”) to the extent reasonably necessary to provide the Software and Services under this Agreement. You agree that this license to ScholarChip to the Data shall survive termination of this Agreement solely for the purpose of (i) storing or backing up Data in accordance with the terms of this Agreement, or (ii) compliance with any Applicable Laws.

The Parties further agree that ScholarChip shall own exclusively and have the unlimited and perpetual right to combine, process, utilize, publish, disclose, transfer, license, or use for any purpose such Data, provided that the Data (A) has been aggregated in whole or in part, and/or (B) has been anonymized such that Personal Information cannot be reasonably determined by any third party using or viewing such Data (the “ScholarChip Depersonalized Data”). The parties therefore agree and acknowledge that ScholarChip shall have no ownership rights in or to the Data, but shall exclusively own, and therefore Customer shall have no rights in or to, the ScholarChip Depersonalized Data. This provision shall survive termination of this Agreement for any reason.

4. No Partnership, Joint-Venture or Employment Relationship. ScholarChip on the one hand and you and/or any Designated Organization, on the other hand, are arms-length independent contractors, and are not one another’s agents, employees, or partners. Nothing in this Agreement or any other document shall constitute or be construed to create an employer-employee, partnership, joint venture or other relationship between ScholarChip and you or any Designated Organization. This Agreement does not affect in any way your legal relationship with any Designated Organization, and ScholarChip does not intend to provide any rights or undertake any duties or responsibilities under this Agreement to any third party beneficiary. Any duties and responsibilities to a Designated Organization or User shall be set forth in a separate license agreement with such Designated Organization or User.

5. ScholarChip is a Technology Services Provider. The parties agree and acknowledge that the Services provided by ScholarChip and its obligations under this Agreement are in addition to, and not in lieu of, any of your legal and work-place obligations or the obligations of any Designated Organization, and the Software and any related Services are provided solely as a tool to facilitate and supplement your or any Designated Organization’s daily duties, and are not intended to be, nor should they be taken as, a substitute for your or your Designated Organization’s security or administrative Student management and monitoring services or your Staff’s or the Staff of any Designated Organization’s professional/job training or judgment.

6. Services. Through its Software and its overall System, ScholarChip offers the following services (the “Services”), without limitation, and as applicable to the particular ScholarChip products you identify in the Purchase Order Form:

facilitating Student, Staff or Visitor searches/queries within the databases available to the System, whether such data is provided by you, your Organization, a third party, or is generated by ScholarChip;
displaying the results of such searches/queries in real-time;
integration or uploading data relevant to your Students, Staff, Visitors, and Organization into the System;
creating reports and summaries of data relevant to your Students, Staff, Visitors, and Organization;
the preparation and display of a summary intake report for your Organization; the provision of passes or other indicia for Visitors authorized to access the Premises;
the facilitation of record-keeping and creation of reports as to individuals and/or other Visitors that may have accessed or been denied access to the Premises with such access or denial recorded by or input into the System; and/or
collecting and displaying information relating to the attendance, location, schedules of Students, and collecting and recording Staff and Student observations to facilitating the administration of Student behavior management services.

PLEASE NOTE THAT THE SERVICES DO NOT INCLUDE THE PROVISION OF SECURITY GUARD OR DETAIL SERVICES, SOCIAL AND EMOTIONAL LEARNING SCREENING OR CHECK SERVICES, CREDIT CHECK OR CRIMINAL BACKGROUND CHECK SERVICES OR ANY OTHER PROFESSIONAL SERVICES BY SCHOLARCHIP. THE SERVICES ALSO DO NOT INCLUDE THIRD-PARTY REPORTING OR ADVICE CONCERNING BEHAVIOR MANAGEMENT OR ANY REQUIREMENTS TO REPORT INFORMATION THAT MAY BE COLLECTED AND/OR PROVIDED BY THE SYSTEM.

7. Third-Party Consents

You acknowledge that you (and/or any Designated Organization), and not ScholarChip, are solely responsible for obtaining any Student’s (and/or their parent’s or guardian’s, as applicable) Visitor’s, User’s or any other Third Party’s informed and verifiable consent, where required by Applicable Law or otherwise, to have their identity or information, including Personal Information, entered into, processed, and stored by the System, or otherwise have their Personal Information searched screened, monitored and/or processed using the Software and Services, anywhere in the world. The provision, entry or other uploading of any Data into the System shall constitute an implied consent to ScholarChip to create ScholarChip Depersonalized Data. To the extent any parental or other third party consents, verifiable or otherwise, may be required to comply with Applicable Laws in connection with use of the System, you agree that you and/or the Designated Organization alone, and not ScholarChip, are jointly and severally responsible for obtaining and maintaining such consents. You and the applicable Designated Organization(s) hereby agree to indemnify, defend and hold ScholarChip harmless of and from any third party claim or governmental investigation or proceeding, or any judgment, penalty, fine, expense or loss (including ScholarChip’s reasonable attorneys’ fees) arising under any Applicable Laws, arising from the failure of any party to properly obtain, maintain or convey/communicate or otherwise act upon any consents or withdrawal of such consents.

8. Representations, Warranties, and Covenants

As a condition of your and any Designated Organization’s and/or any Staff’s use or access of the System, or any portion thereof, you represent, warrant, and covenant that:

You have, and will maintain throughout the Term, the legal capacity and continuing authority from your to agree to the terms and conditions of this Agreement and to bind all Designated Organizations set forth in the Purchase Order Form, if any; to the extent you may not have the authority to bind each Designated Organization, you will advise ScholarChip of the same in writing, and provide the appropriate person(s) with authority to bind such Designated Organizations;
You will have Staff complete training regarding the use of the System;
You will at all times use the System and all of its components in accordance with Applicable Laws;
All information entered into the System by you will be (i) accurate, (ii) truthful and (iii) complete, and you will maintain the accuracy of such information and update such information if you should find it is inaccurate and/or outdated;
You will at all times comply with any Applicable Laws relating to this Agreement, and that, in the event that you determine that ScholarChip may not be in compliance with such Applicable Laws, you will ScholarChip immediately, reasonably setting forth all areas and instances of noncompliance so that ScholarChip might address and remedy such noncompliance; and
To the extent that any contractual obligation may require ScholarChip to provide services under this Agreement or act in a manner that requires a level of security or service exceeding mere compliance with Applicable Laws, you and any applicable Designated Organization that may be bound by such contractual obligation shall immediately inform ScholarChip of such heightened obligation(s) and shall hold ScholarChip harmless of and from any liability, cost or expense that it may incur in connection with such obligation(s).

You will not yourself, or permit others to:

use the System or any part thereof for any purpose that is detrimental to, or in competition with ScholarChip;
use the System or any part thereof to access, collect, or distribute any information about any Student, Staff, Visitor, or User of the System, including Personal Information, without their express permission;
create any copies, including screenshots or photographs, of any Personal Information contained in the System;
copy, modify, adapt, translate, rent, stream, distribute, display, perform, make available or sublicense the Software or information (or data) obtained from the System (including offering use or access to the System to third parties on an applications service provider or time-sharing basis);
assign, loan, resell, rebrand, transfer or distribute the Software, or create derivative works based upon the Software or any part thereof;
decompile, reverse engineer, or disassemble the Software, or provide any information to others who seek to benchmark the Software, or who are in, or who may seek to be in competition with ScholarChip, with regard to the features, performance or functionalities of the Software or System;
copy the Software in whole or part, alter, adjust, repair or circumvent any aspect of the Software, or use trade secret information contained in the Software (including revelation or copying of any source code);
remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of ScholarChip on or within the Software or any copies of the Software; and
use the System (i) for any unlawful, invasive, infringing, defamatory, fraudulent or obscene purpose; (ii) to send any virus, worm, trojan horse or harmful code or attachment; (iii) to alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database or network, or to access without authorization, data regarding any Visitor, Staff, User or Student, individually or in the aggregate, in the System;

You agree and acknowledge that all login credentials provided by you to any Designated Organization and any license or right to use or access the System or any part thereof may be terminated without advance notice or warning if ScholarChip believes that you or any Designated Organization are in breach of any of the foregoing representations and warranties, or that you may have violated any covenant or rule of conduct contained in this Agreement. You agree to immediately advise ScholarChip in writing of any change in any of the representations and warranties set forth above, and to immediately cease to use the System until the change in circumstance is reviewed by ScholarChip. Despite the foregoing representations and warranties and your duty to give immediate notice of any change thereto, you acknowledge and agree that ScholarChip does not have any responsibility or oversight of the services you or any Designated Organization provides concerning the System.

9. ScholarChip Is Not a Security System or Firm

While the Software and Services may provide access to certain general information and search results based on data in the System, the System cannot and is not intended to provide security guard or access-control decisions or advice to you or your Organization, and the data and other content made available through the Software is not, and cannot be considered to be a substitute for such services or advice. No representation or warranty is made that any potentially harmful Visitor will be identified or flagged by the System, or that the location or attendance information provided by the System are accurate or timely.

10. Registration and Passwords

In order to obtain access for any Designated Organization or Staff to the System, you must provide and maintain true, current, complete and accurate information for any such persons or Organizations; you further must update ScholarChip with respect to any changes in such information as soon as such change may occur. ScholarChip reserves the right to deny access to the System or any part thereof, if it reasonably believes Customer or any person accessing the System pursuant to this Agreement is in breach or violation of this Agreement or that any user agreement, policy or other term of service has been violated.

11. Customer Obligations for Hookups and Hardware

You agree to license and use the System more particularly described in the Purchase Order Form and acknowledge and agree that you must: (a) provide for your own Internet or other network access and pay any service fees associated with such access, and (b) apart from the equipment provided in the Purchase Order Form, must provide all equipment necessary to make such connection to the Internet, including computer terminals. You shall, at your own expense, provide all necessary preparations required to connect to the Software and Services and comply with ScholarChip’s installation and maintenance specifications for delivery of the Software and the Services. Additionally, you must provide ScholarChip or its designees with reasonable access to the Premises to perform any installation, upgrades or other services required under this Agreement. You shall be responsible for all hardware, software, cabling, services, and components not provided by ScholarChip. Upon notice from ScholarChip that any such component causes or is likely to cause a hazard, interference or obstruction of the System or any component thereof, you shall eliminate such item promptly, and that ScholarChip may disconnect the Software and Services immediately until such elimination takes place. ScholarChip shall not be responsible: (a) for the installation, operation, management or maintenance of any hardware, software, cabling or services not provided by ScholarChip in connection with the Software and Services; (b) if any changes in the Software and Services cause hardware, software, configurations, cabling or services not provided by ScholarChip to become obsolete or to require modification; (c) if any modification or configuration performed by you impairs the performance of the Software and Services hereunder; or (d) for the performance or availability of third party services or facilities provided hereunder. You must also comply with all data security, marketing, consumer or student protection, and other Applicable Laws that apply to the collection, access, disclosure, and use of Personal Information and will not cause ScholarChip to be in violation of any Applicable Laws or policies of any government or municipality in connection with the same.

12. Disclosure of Usage Records

Your use of the System, including the use of the System by anyone pursuant to this Agreement, may be monitored or recorded, including, without limitation, any communications sent or received over the System. You agree to hold ScholarChip harmless if it discloses such information under what it deems is a reasonable understanding that it is obligated to do so by Applicable Law. You further agree to hold ScholarChip harmless of and from the disclosure or release of any information or records concerning your use of the Software or System if such information or records may be sought in any legal proceeding subject to court order or any subpoena (including an arbitrator’s subpoena), or is accidentally or maliciously obtained by a third party. While ScholarChip ordinarily takes measures to back up information stored in the System, you agree to hold ScholarChip harmless for any loss of data or Personal Information stored in the System, including, without limitation, any records concerning your or any Designated Organization’s use of the System. You, for yourself, and any Designated Organizations, as well as your and their, successors and/or assigns, also agree to indemnify and hold harmless ScholarChip for any damages you and such Designated Organizations may incur, including damages resulting from any claims sounding in statutory or regulatory violations, or in contract or tort, including any personal injury and wrongful death (whether yours or a third party’s), arising from or relating to the System, its function, or any failure to function for any reason.

13. Confidentiality Obligations with Respect to Information in the System

You agree to indemnify, defend and hold ScholarChip harmless of and from all claims or liability arising out of any inaccuracy or disclosure by you or your Staff or any users, of any Visitor, Staff, or Student’s Personal Information contained in the System or displayed by the Software. You further agree and acknowledge that you have no right in or to the Personal Information maintained by ScholarChip or any third party relating to the System. In the event of a dispute with respect to the ownership of such Data, ScholarChip may retain or refuse to release the same until a decision with respect to such ownership or disclosure is adjudicated by a court having jurisdiction over ScholarChip, and you will hold ScholarChip harmless of and from any claim, cost or expense, including reasonable attorneys’ fees, in connection with such dispute or disclosure.

14. Proprietary and Confidential Information

In the course of using the Software you and your Staff and any Designated Organization and its Staff may be given access to resources, information, and materials that are owned by ScholarChip, its subsidiaries or affiliates, and/or owned by third parties and in the possession of or licensed to ScholarChip, and which constitutes valuable proprietary and confidential information, know-how (including negative know-how), and trade secrets belonging to or licensed to ScholarChip (hereinafter referred to as “Proprietary Information”). You and any Designated Organization hereby agree to hold all Proprietary Information in strict confidence and not to disclose it or otherwise make it available to any person or third party without the prior written consent of ScholarChip. You and any Designated Organization agree to use all Proprietary Information solely for the purpose of utilizing the System in good faith for the purposes set forth in Paragraph 6 (Services). This obligation shall survive termination of this Agreement indefinitely until such Proprietary Information is disclosed to the public through no act or omission of yours, or of any third party bound by similar non-disclosure obligations. For purposes of this provision, you and any Designated Organization agree to hold Personal Information of others in the same confidence and protected from disclosure as you hold your own Proprietary Information, or at least as required by Applicable Laws.

15. Intellectual Property Rights

The Software is licensed, not sold, to you and ScholarChip reserves all rights that are not expressly granted to you in this Agreement. ScholarChip’s Software, whether provided to you or otherwise made available through the System, is protected by copyright, trade secret and other intellectual property laws. ScholarChip and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement also does not grant you any rights (including any license) to ScholarChip’s trademarks or service marks, or the marks of third parties displayed in the Software, and you agree that you will not contest any of ScholarChip’s rights in its Software, System, copyrights or trademarks anywhere in the world. Any contributions, modifications, or additions that you may make to the Software or System, including, without limitation, any suggested data cells/fields, functionalities, reports, analytics or metrics (an “Improvement”) shall be considered derivative works owned solely by ScholarChip, and/or shall be and become by automatic assignment (as contained herein) the sole property of ScholarChip immediately upon creation. Should any applicable judicial body find that such assignment may be void, you hereby grant to ScholarChip an irrevocable license to use such Improvement worldwide and in perpetuity.

16. Screening/Assessments

ScholarChip is not responsible for the accuracy, completeness, speed, quality or effectiveness of the searches or reporting provided by or using the System. You and/or your Organization are solely responsible for investigating any Visitor or Visitor behavior, Student location and behavior, and scheduling, and for checking any flags or alerts that may be raised by the System, which may or may not be current or accurate.

17. Disclaimer of Warranties

To the full extent permissible by law, your use of the Software, Services, and System is at your sole discretion and risk, and is provided to you on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, including any warranty of merchantability or fitness for a particular purpose.

SCHOLARCHIP FOR ITSELF, AND ITS SUCCESSORS AND ASSIGNS, TO THE FULL EXTENT PERMITTED BY LAW DISCLAIMS ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS OR IMPLIED OR STATUTORY, REGARDING THIS SOFTWARE, SERVICES, SYSTEM, CONTENT, AND RELATED MATERIALS. SCHOLARCHIP DOES NOT WARRANT THAT ANY HARDWARE, SOFTWARE OR DATA PURCHASED, LICENSED, ACCESSED, DISPLAYED, OR USED IN CONJUNCTION WITH THIS SOFTWARE OR SERVICES IS SECURE, FREE FROM BUGS, VIRUSES, THREAT OF HACKERS, INTERRUPTION OR ERRORS, OR THAT THE SOFTWARE, SYSTEM, OR SERVICES ARE SECURE, COMPLETE, ACCURATE, OR CURRENT, OR THAT ANY INFORMATION OR SERVICE WILL BE PROVIDED UNINTERRUPTED, OR THAT SUCH SOFTWARE, SERVICES OR THE SYSTEM, IN WHOLE OR IN PART, WILL MEET YOUR REQUIREMENTS. FURTHER, SCHOLARCHIP DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE. THE LAWS OF CERTAIN JURISDICTIONS, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, LIABILITY OR DAMAGES OR LIMITATIONS OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES.

18. Indemnification

You and any Designated Organization agree to indemnify and hold ScholarChip and its affiliates, members, directors, officers, employees, agents, and licensors from and against any and all losses, expenses, damages, third party claims, fines, penalties, costs and liabilities (including reasonable legal and accounting fees), resulting from your (or anyone acting under your password or username) use of the Software and System, or any alleged violation by you of this Agreement.

19. Limitation of Liability

You and any Designated Organization acknowledge that ScholarChip is a technology solution and is not a security guard service or access-monitor, licensed or otherwise. THE ENTIRE CUMULATIVE LIABILITY OF SCHOLARCHIP (INCLUDING ITS EMPLOYEES) FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY SOFTWARE OR SERVICES RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF (i) $5,000 OR (ii) THE AMOUNT PAID BY YOUR ORGANIZATION OR, WITH RESPECT TO ANY CLAIMS ARISING FROM ANY DESIGNATED ORGANIZATION, PAID BY SUCH DESIGNATED ORGANIZATION, FOR SIX (6) MONTH’S USE OF THE SOFTWARE AND SERVICES (CALCULATED USING THE 6 MONTH PERIOD PRIOR TO THE DATE THE CLAIM FIRST AROSE), UNLESS OTHERWISE SEPARATELY AGREED BY SCHOLARCHIP AND YOU (OR SUCH DESIGNATED ORGANIZATION) IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCHOLARCHIP SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF BUSINESS OR LOST PROFITS) OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU OR ANY DESIGNATED ORGANIZATION, USE OF THE SOFTWARE WITH HARDWARE OR THIRD PARTY SOFTWARE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, PERSONAL INJURY, WRONGFUL DEATH, OR OTHERWISE, EVEN IF SCHOLARCHIP OR ITS REPRESENTATIVES MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SCHOLARCHIP AND YOU AND ANY DESIGNATED ORGANIZATION AND SCHOLARCHIP WOULD NOT BE ABLE TO HAVE PROVIDED ITS SYSTEM, THE SOFTWARE OR ANY SERVICES WITHOUT SUCH LIMITATIONS.

20. Termination and End of Term

Termination for Cause. ScholarChip may terminate this Agreement upon written notice if: (a) you or any Designated Organization materially breach a payment or non-payment obligation or representation of this Agreement or the applicable Purchase Order Form and fails to cure such breach within (i) ten (10) days with respect to a payment obligation, or (ii) thirty (30) days with respect to all other obligations or representations following notice to you of such breach, or (b) if there may be any bankruptcy, voluntary or involuntary, filing by or against you or any Designated Organization or, any parent company, or any state, county or municipality under whose treasury budget you or such Designated Organization may operate. In the event that you or any Designated Organization may be a commercial for-profit entity and fails to function as a going concern or operate in the ordinary course or there is an assignment by you or such Designated Organization for the benefit its of creditors, ScholarChip may immediately terminate this Agreement without notice and opportunity to cure and disable the Software and System and/or otherwise discontinue provision of the Services upon a breach of the payment terms in this Agreement.

Termination as of Right. ScholarChip may terminate this Agreement without cause, and for any or no reason, upon ninety (90) days prior written notice to you or any Designated Organization, unless any government or legal authority may direct earlier termination, in which event, ScholarChip may terminate this Agreement immediately upon notice.

End of Term Services. Unless otherwise agreed upon by the Parties in writing, ScholarChip shall remove or overwrite all Data from ScholarChip’s systems following the effective date of termination or cancellation, in accordance with ScholarChip’s standard procedures. You and any Designated Organization further shall provide ScholarChip with reasonable and prompt access to all Premises to allow ScholarChip to retrieve the hardware and software and /or, in the event that you request that the data and content stored by ScholarChip in its System be transferred, ported, backed-up or otherwise provided to you, you agree to pay the then-current prevailing hourly rates that ScholarChip charges for integration services. In the event of a dispute in such rate, the Parties agree that the hourly rate set forth in the Purchase Order Form shall apply. ScholarChip shall not be liable to you, any Designated Organization, any Student, Staff or Visitor or any third party for any termination of your or any Designated Organization’s access to the System or the deletion of any Personal Information or other data, provided that ScholarChip is in compliance with all Applicable Laws.

Effect of Termination. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve you or any Designated Organization of any obligation to pay all fees that have accrued or are otherwise owed to ScholarChip, including End of Term Fees. Upon expiration or termination of this Agreement: (i) the rights granted to you and any Designated Organization under this Agreement will cease immediately upon the effective date of such termination and be of no further force or effect; and (ii) you shall delete the Software from all equipment upon which it may reside, and provide certification of such deletion by an individual in your Organization and any Designated Organization, as applicable, bearing the title of a corporate officer or its equivalent.

ScholarChip may exercise any of the foregoing termination rights with respect to all, or in its discretion, any individual Designated Organizations, in its sole discretion. ScholarChip further reserves the right to enter into agreements with any Designated Organizations that may have different Terms or provisions than the ones set forth herein.

21. Assignment

This license granted to you under this Agreement is specific to you, and you may not assign the license or any rights granted hereunder to any third party for any reason. The terms of this Agreement shall be binding upon all of your heirs, successors or assigns. We expressly reserve the right to assign ScholarChip’s rights under this Agreement and to delegate any of its obligations hereunder, in our sole discretion.

22. Severability and Waiver

If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term or provision. The waiver or delay in enforcement of any default or breach of this Agreement by ScholarChip shall not constitute a waiver of any other or subsequent default or breach.

23. Governing Law

This Agreement shall be governed by the laws of the State of New York, without reference to the principles of conflicts of law. Each party hereby irrevocably submits to the jurisdiction of the courts of the State of New York, sitting in Nassau County, and the courts of the United States for the Eastern District of New York. Each party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court, any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and the right to object, with respect to any such suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party. In any such suit, action or proceeding, each party waives, to the fullest extent it may effectively do so, personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail, addressed to such party at its address as set forth in the preamble hereinabove. Each party further waives, to the full extent provided by law, any right to be a class or other representative or other plaintiff or claimant in any collective or class action, and agrees that it shall not bring, join in or otherwise participate in any class action against the other.

24. Notice

You agree and acknowledge that notices to you under this Agreement may be made via the System, via reputable commercial overnight delivery service, email or certified or registered mail, or, in lieu of contacting all Designated Organizations, if any, directly, You agree that ScholarChip may provide to such Designated Organizations any notice by contacting or giving such notice to you, or by sending you an electronic communication to your email address provided by you upon creation of your Account, or via a message through the System acknowledged by you.

25. Survival

The following provisions shall survive any termination of this Agreement: Sections 7, 8 (e), 12, 13, 14, 15, 17, 18, 19,20,22, 23, 24, and 25, as well as those provisions, which expressly indicate they survive termination or by their nature, would reasonably be interpreted to survive termination.

ScholarChip

WHEREAS, ScholarChip and Customer desire to enter into this Agreement setting forth their respective rights and responsibilities and memorializing the terms and conditions pursuant to which ScholarChip will provide to Customer the Software and Services, as defined below, for a fee.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties intending to be legally bound hereby agree as follows:

1. Definitions. Those terms that are capitalized and defined in the Recitals or within the body of this Agreement shall have the meaning ascribed to them in the text. Additionally, the terms set forth below are defined as follows:

“Licensor”, “we”, “us” or “ScholarChip” shall mean ScholarChip Card L.L.C.

“Purchase Order Form” means a written purchase order form signed by the parties to this Agreement, which expressly references this Agreement, and which forms a part hereof.

“User” means any licensee authorized to use the System under this Agreement, and may include, but is not limited to Staff, including the Staff of any Designated Organization.

2. Term. The Term of this Agreement is set forth in the Purchase Order Form and means the initial contract term and any extensions thereof.

3. License Grant.

The license granted in this Paragraph 3 shall be limited to those Premises set forth in the Purchase Order Form, as may be amended from time to time.

6. Services. Through its Software and its overall System, ScholarChip offers the following services (the “Services”), without limitation, and as applicable to the particular ScholarChip products you identify in the Purchase Order Form:

facilitating Student, Staff or Visitor searches/queries within the databases available to the System, whether such data is provided by you, your Organization, a third party, or is generated by ScholarChip;

displaying the results of such searches/queries in real-time;

integration or uploading data relevant to your Students, Staff, Visitors, and Organization into the System;

creating reports and summaries of data relevant to your Students, Staff, Visitors, and Organization;

the preparation and display of a summary intake report for your Organization; the provision of passes or other indicia for Visitors authorized to access the Premises;

the facilitation of record-keeping and creation of reports as to individuals and/or other Visitors that may have accessed or been denied access to the Premises with such access or denial recorded by or input into the System; and/or

collecting and displaying information relating to the attendance, location, schedules of Students, and collecting and recording Staff and Student observations to facilitating the administration of Student behavior management services.

7. Third-Party Consents

8. Representations, Warranties, and Covenants

As a condition of your and any Designated Organization’s and/or any Staff’s use or access of the System, or any portion thereof, you represent, warrant, and covenant that:

You will have Staff complete training regarding the use of the System;

You will at all times use the System and all of its components in accordance with Applicable Laws;

All information entered into the System by you will be (i) accurate, (ii) truthful and (iii) complete, and you will maintain the accuracy of such information and update such information if you should find it is inaccurate and/or outdated;

You will not yourself, or permit others to:

use the System or any part thereof for any purpose that is detrimental to, or in competition with ScholarChip;

use the System or any part thereof to access, collect, or distribute any information about any Student, Staff, Visitor, or User of the System, including Personal Information, without their express permission;

create any copies, including screenshots or photographs, of any Personal Information contained in the System;

copy, modify, adapt, translate, rent, stream, distribute, display, perform, make available or sublicense the Software or information (or data) obtained from the System (including offering use or access to the System to third parties on an applications service provider or time-sharing basis);

assign, loan, resell, rebrand, transfer or distribute the Software, or create derivative works based upon the Software or any part thereof;

decompile, reverse engineer, or disassemble the Software, or provide any information to others who seek to benchmark the Software, or who are in, or who may seek to be in competition with ScholarChip, with regard to the features, performance or functionalities of the Software or System;

copy the Software in whole or part, alter, adjust, repair or circumvent any aspect of the Software, or use trade secret information contained in the Software (including revelation or copying of any source code);

remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of ScholarChip on or within the Software or any copies of the Software; and

9. ScholarChip Is Not a Security System or Firm

10. Registration and Passwords

11. Customer Obligations for Hookups and Hardware

12. Disclosure of Usage Records

13. Confidentiality Obligations with Respect to Information in the System

14. Proprietary and Confidential Information

15. Intellectual Property Rights

16. Screening/Assessments

17. Disclaimer of Warranties

18. Indemnification

19. Limitation of Liability

20. Termination and End of Term

21. Assignment

22. Severability and Waiver

23. Governing Law

24. Notice

25. Survival

The following provisions shall survive any termination of this Agreement: Sections 7, 8 (e), 12, 13, 14, 15, 17, 18, 19,20,22, 23, 24, and 25, as well as those provisions, which expressly indicate they survive termination or by their nature, would reasonably be interpreted to survive termination.