License Agreement
Important-Please Read Carefully: This agreement is a legal agreement between your organization or entity and Teacher Inspired Solutions, LLC for use of the Teacher Inspired Student Behavior Information System (TISBIS) software system. This agreement is effective as of the date of the entity’s authorized signature below (“Effective Date”).
Background
The Teacher Inspired Student Behavior Information System (TISBIS) is a behavior tracking software system that allows teachers and school administrators to record, track, and monitor the behavior of students. The purpose of TISBIS is threefold:
1. To improve student learning and motivation by improving the overall learning environment
2. To improve teacher effectiveness and morale by providing them with a powerful discipline tool
3. To provide administrators with real-time data and reports to make data-driven decisions to improve the school climate
Upon reading and reviewing the promises, conditions and representations contained herein, your entity agrees to the following terms and conditions:
I. DEFINITIONS
1. Authorized Users
Authorized Users are those individuals who are officially and directly affiliated with the entity and are located at an Authorized Site.
2. Authorized Site
An authorized site is one contiguous school office or building comprising the entity’s administrative offices. Extensions or related offices are considered separate sites unless otherwise agreed upon in writing by Teacher Inspired Solutions, LLC. Authorized Sites are limited to one corporate school entity per building or campus.
II. TERMS AND CONDITIONS
1. License Grant
Teacher Inspired Solutions hereby grants to this entity a non-exclusive, non-transferable license to use the TISBIS software and database for non-commercial educational purpose only. With these conditions, the entity has the right to access the TISBIS website and database to generate reports.
2. Access and Permitted Use
A. Access within the Authorized Site is restricted to Authorized Users only. Any violation or unauthorized use constitutes cause for termination of the Agreement as stated in Section 4 B (i).
B. The entity shall ensure that only Authorized Users are granted access to the TISBIS software and will not make any unauthorized copies nor transfer or aid in the transferring of software or any portion of data to any third parties. The entity shall not transfer, sublicense, or provide unauthorized access to the TISBIS software without prior written authorization from Teacher Inspired Solutions, LLC.
3. Payment
A. Teacher Inspired Solutions, LLC will invoice the entity by billing the entity or an agreed upon Third Party Payer (as defined below) and those fees shall be due and payable upon receipt. The entity may designate another organization other than the entity to pay the License Fee on the entity’s behalf (Third Party Payer), provided that the Third Party Payer submits signed billing information to Teacher Inspired Solutions, LLC to confirm that they will pay such License Fee and given that Teacher Inspired Solutions, LLC approves the Third Party Payer. The entity, or the approved Third Party Payer, agrees to pay Teacher Inspired Solutions, LLC the appropriate License Fee within 30 days of receiving their invoice from Teacher Inspired Solutions, LLC. Any payments to Teacher Inspired Solutions, LLC shall be irrevocable by the entity or Third Party Payer and shall be made in U.S. dollars.
B. Entity agrees to pay Teacher Inspired Solutions, LLC appropriate fees specified on supplemental invoices, received, if any, if the entity decides to add additional Authorized Sites that are approved by Teacher Inspired Solutions, LLC.
4. Term and Termination
A. Term: The term of this Agreement shall begin on the Effective Date and shall continue until the following August 31 (“Access Period”).
B. Termination
(i) Termination for Default. Breach of any material term or condition of this Agreement by the entity shall be grounds, at the sole discretion of Teacher Inspired Solutions, LLC for immediate termination of this license.
C. No Use After Termination: Upon termination of this agreement, the entity and all Authorized Users shall stop using any portion of the TISBIS software.
D. Entity’s Obligations After Termination: Termination of this agreement shall not extinguish any of the entity’s obligations under this Agreement by which their terms continue after the date of termination.
5. License Renewal
A. At the end of the initial Access Period, the entity may seek to renew for additional one-year terms by submitting a signed consent and payment of the appropriate fee. Any renewal is subject to the approval of Teacher Inspired Solutions, LLC and may be granted or withheld at it’s own discretion.
B. If the TISBIS License Renewal Contract and payment are not received within 60 days following the end of the current Access Period, then access to the TISBIS software system will expire. Teacher Inspired Solutions, LLC has the right to modify these terms for any renewal period including the modification of the fees for any renewal period upon thirty (30) days prior written notice.
6. Delivery
A. The TISBIS software will be delivered using standard media and formats for use by the entity. It is the responsibility of the entity to establish and maintain Internet connections for access to the TISBIS software and website. In addition, the entity will need to be able to provide suitable Internet web browsers and any other software necessary to access the TISBIS software.
B. Teacher Inspired Solutions, LLC will use reasonable efforts to provide a continuous availability of the TISBIS software through the Internet. It is understood that availability may periodically be interrupted due to maintenance of the server(s), installation, testing of software, the loading of new information or files, and downtime of the equipment or services which are outside the control of Teacher Inspired Solutions, LLC. These may include public and private telecommunications services or Internet nodes or facilities.
7. Warranty and Indemnification
A. Indemnification:, The entity hereby agrees to indemnify and hold harmless Teacher Inspired Solutions, LLC and all of it’s members, officers, directors, employees, volunteers, agents, and their affiliates from and against any and all third party liabilities, losses, suits, claims, demands, damages, costs, expenses (including reasonable attorneys fees and disbursements), interest, penalties, fines, judgments and actual or direct damages of any kind whatsoever and any other related items (“claims”) arising or in any way connected with (i) the use of or access to TISBIS software by the entity and its Authorized Users, (ii) the use of or access to TISBIS software by any third party (including any unauthorized users) (iii) any information on the TISBIS database relating to the entity, its employees, or its students, and (iv) a breach of this Agreement by the entity or any of the employees or agents of the entity. The entity assumes all liability for decisions made using Data reported from TISBIS software. In No event shall Teacher Inspired Solutions, LLC be liable to the entity for lost proftis, or special or consequential damanges, even if TISBIS has been advised of the possibility of such damages.
B. NO WARRANTY AND LIMITATION OF LIABILITY : TEACHER INSPIRED SOLUTIONS, LLC PROVIDES ACCESS TO TISBIS SOFTWARE ON AN “AS IS BASIS.” THE ENTITY AGREES TO BEAR ALL RISKS ASSOCIATED WITH THE USE OF TISBIS SOFTWARE. TEACHER INSPIRED SOLUTIONS, LLC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. BY WAY OF EXAMPLE, BUT NOT LIMITATION, TEACHER INSPIRED SOLUTIONS, LLC MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE (EVEN IF TEACHER INSPIRED SOLUTIONS, LLC KNOWS OF SUCH PURPOSE), OR THAT THE USE OF TISBIS SOFTWARE WILL NOT INFRINGE ANY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS OF THIRD PARTIES. THE ENTITY HEREBY DISCHARGES AND RELEASES TEACHER INSPIRED SOLUTIONS, LLC AND ALL OF ITS RESPECTIVE AGENTS, EMPLOYEES AND VOLUNTEERS, FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTIONS, DAMAGES OR DEMANDS OF ANY KIND AND NATURE WHATSOEVER WHICH MAY ARISE FROM OR IN CONNECTION WITH THE ENTITY’S USE OF TISBIS SOFTWARE.
8. General
A. Assignment
This Agreement may not be assigned or transferred by the entity.
B. Entire Agreement, Modification, and Waiver
This Agreement sets forth the entire agreement between parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto. No waiver, consent, modification, or change of any terms of this Agreement shall be binding unless the same is in writing and signed by both parties and all necessary approvals have been obtained. Such express waiver, consent modification, or change, if made, shall be effective only in the specific instance and for the specific purpose set forth in such signed writing.
C. Entity’s Authority
Entity represents and warrants that the individual executing this Agreement on behalf of the entity is duly authorized to execute and deliver this Agreement on behalf of the entity in accordance with duly adopted organizational documents or agreements and if appropriate a resolutions of the entity, and that this Agreement is binding upon the entity in accordance with its terms.
D. Force Majeure
Teacher Inspired Solutions, LLC’s failure to perform any term or condition of this Agreement as a result of conditions beyond it’s control such as, but not limited to, war, strikes, fires, floods, acts of God, governmental restrictions, power failures, or damage or destruction of any network facilities or servers, shall not be deemed a breach of this Agreement.