This License Agreement (“Agreement”)
This agreement is made by and between Texas School Procedures, with its principal place of business located at 2831 Eldorado Pkwy., Ste. 103-390, Frisco, Texas 75033 (hereinafter referred to as “TxSP”), and
Independent School District (hereinafter referred to as “The ISD”) as of (“Effective Date”).
WHEREAS, the ISD has requested, and TxSP, as Licensor, has agreed to grant, a limited use product-only license to its service including access to administrative, counseling, and student support documents, electronic letters, required documentation, notifications, and thorough investigation formats to implement policies, as well as training on the use of the documents and the electronic access system;
WHEREAS, such limited use product-only license is hereinafter referred to as the “Licensed Product”;
WHEREAS, TxSP is willing to grant a license to the Licensed Product to the ISD, and the ISD is willing to accept such license from TxSP, on the terms and conditions described in this Agreement;
NOW THEREFORE, the parties further agree to the following:
1. Licensed Product
- Grant of License. Subject to payment of the License Fees described herein, TxSP grants to the ISD, and the ISD accepts, a non-transferable, non-exclusive, limited license to use the Licensed Product, solely for the Purposes described in this agreement below during the Term of the Agreement. The ISD shall have the right to an unlimited number of users, provided that the Licensed Product only be used within the purchasing District for operational purposes (each an “Authorized User”). The ISD shall not acquire any right or interest in the Licensed Product except for the limited license expressly specified in this Agreement.
- The ISD’s Vendors are not Third-Party Beneficiaries. Notwithstanding the foregoing, nothing in this Agreement, express or implied, is intended to or shall confer upon any of the ISD’s vendors any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
- THE LICENSED PRODUCT IS THE COPYRIGHTED WORK OF TxSP AND IS PROTECTED BY THE COPYRIGHT LAWS OF THE UNITED STATES AND INTERNATIONAL TREATY PROVISIONS. THE LICENSED PRODUCT IS ONLY LICENSED TO THE ISD AND IS NOT SOLD TO THE ISD. The ISD is prohibited from selling, loaning, renting, leasing, sublicensing, transmitting, distributing, redistributing, or otherwise transferring or assigning any part of the Licensed Product to any third party at any time whether with or without consideration except for the “Notice of Rights to Parents and Students” and the “Student Altercation Incident Report.” Without limiting the generality of the foregoing, any transmittal or transfer of the Licensed Product on the Internet or by other electronic means is prohibited. ANY REPRODUCTION OR DISTRIBUTION OF THE LICENSED PRODUCT, OR TRANSFER OF THIS LICENSE NOT IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS AGREEMENT IS PROHIBITED AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES. ANY ACTUAL OR ATTEMPTED SALE, LOAN, RENTAL, LEASE, SUBLICENSE, TRANSMISSION, DISTRIBUTION OR REDISTRIBUTION OR OTHER TRANSFER OR ASSIGNMENT OF THE LICENSED PRODUCT OR THIS LICENSE, IN WHOLE OR IN PART, IN ANY MEDIA OR BY ANY METHOD, SHALL IMMEDIATELY AND IRREVOCABLY
TERMINATE THIS LICENSE FOR ALL PURPOSES NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN. The ISD acknowledges and agrees that the Licensed Product and all permitted copies are TxSP’s exclusive property and a valuable trade secret of TxSP. The ISD may not disclose or make available to third parties the Licensed Product or any portion thereof without TxSP’s prior written approval. TxSP reserves title to, ownership of, and all proprietary rights to the Licensed Product, as well as any related work product and major or minor releases of the Licensed Product, if any. The ISD shall not: (a) permit any copy of the Licensed Product to be shared or used concurrently by persons other than Authorized Users; (b) modify (except as expressly provided otherwise herein), translate, disassemble, or reduce the Licensed Product to another form, or create derivative works (except as expressly provided otherwise herein) based upon the Licensed Product, or cause or permit another to do so; (c) remove any proprietary notices, labels, copyright marks, or trademarks on the Licensed Product; or (d) adapt (except as expressly provided otherwise herein), rent, lease, commercially host, sublicense, redistribute, or loan the Licensed Product. The ISD shall promptly and in good faith take all action reasonably necessary, advisable, or requested by TxSP to assure compliance with this Subsection G by all employees, agents, and clients of the ISD.
- Annual Fee. Annual $2.00 per student includes access to all documents and updates during the service duration. Student data will be based on PEIMS annual reporting of total
Note – a prorated fee or other discounts, if available, will be communicated during the initial send of the district’s license agreement for review and signature.
- Service Duration. This Agreement shall commence on the Effective Date and shall continue in effect through August 31st, the intended end of the school year (the “Initial Term”). Upon expiration of the Initial Term, and on each annual anniversary thereafter (September 1), this Agreement shall be automatically renewed for annual renewal periods for additional one-year periods unless either party gives notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then current
- Without Cause. Notwithstanding the foregoing, TxSP may terminate the Agreement at any time by providing advanced written notice of not less than thirty (30) days to the other party. In the event TxSP terminates this Agreement without cause, TxSP will refund to the ISD a pro-rata portion of any fees paid by the ISD in
- With Cause. This Agreement may be terminated by either party for cause, as follows:
- If either party breaches any material term or condition of this Agreement, except for the ISD’s obligation to pay fees, and fails either to substantially cure such breach within five (5) days after receiving written notice specifying the breach, then the party not in breach may, by giving written notice to the breaching party, terminate this Agreement as of a date specified in such notice of termination. All of the obligations of the parties contained in this Agreement, except for the ISD’s
obligation to pay fees, shall be deemed to have been performed in an acceptable manner unless the party not in breach provides the breaching party with written notice as stated above
within thirty (30) days of the event giving rise to the breach; provided the party not in breach, knows or should have known about such breach.
- If the ISD fails to pay when due any amounts owed hereunder within five (5) days of its due date, TxSP may, by giving notice thereof to the ISD, immediately terminate the license to the Licensed Product and terminate this Agreement as of the date of the notice or as of another date specified in such notice of
- In the event that either party hereto becomes or is declared insolvent or bankrupt, is the subject of any proceedings related to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations, then the other party hereto may, by giving written notice thereof to such party, terminate this Agreement as of the date specified in such notice of
- Upon the termination of the Agreement for any reason, the license to the Licensed Product granted herein shall terminate, TxSP will cease providing any services, and the ISD will promptly pay to TxSP all fees due up to the termination date pursuant to this
- In the event of termination of this Agreement, TxSP may require that the ISD cease any further use of the Licensed
- Limited Warranty. TxSP warrants that it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement. Except for the foregoing express warranty, TxSP does not make, and hereby disclaims, any and all other express or implied warranties.
- Limitation of Liability. Under no circumstances will TxSP or its related persons be liable to the ISD or the ISD’s vendors for any consequential, indirect, special, punitive, or incidental damages or lost profits, whether foreseeable or unforeseeable, whether or not arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise, based on the ISD’s claims or those of its vendors, including, but not limited to claims for:
- use of the Licensed Product or any services provided hereunder,
- interruption in use or availability of data,
- loss of goodwill,
- use of third party software,
- accuracy or interpretation of resulting reports,
- stoppage of other work, or
- impairment of other assets
- IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH TxSP INCURS IN ANY ACTION OR PROCEEDING EXCEED THE AMOUNT ACTUALLY PAID BY THE ISD TO TXSP UNDER THIS AGREEMENT DURING THE YEAR ENDING ON THE DATE ON WHICH THE EVENT FORMING THE BASIS OF THE ACTION OR PROCEEDING FIRST OCCURRED.
- Force Majeure. Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, including, but not limited to, fire,
explosion, epidemics, earthquake, lightning, failures or fluctuations in electrical power or telecommunications equipment, accidents, floods, acts of God, the elements, terrorism, war, civil disturbances, acts of civil or military authorities or the public enemy, fuel or energy shortages, acts or omissions of any common carrier, strikes, labor disputes, regulatory restrictions, restraining orders or decrees of any court, changes in law or regulation or other acts of governmental, transportation stoppages or slowdowns or the inability to procure parts or materials. These causes will not excuse the ISD from paying accrued amounts due to TxSP through any available lawful means acceptable to TxSP.
- Assignment. Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other party’s prior written approval. Any attempt to do so without such approval will be void. Notwithstanding the foregoing, either party may assign this Agreement, upon notice to the other party, to a related or unrelated entity in connection with a transfer of all, or substantially all, of its stock or assets to a third party, and the parties hereto hereby consent to any such assignment. This Agreement will bind each party’s successors-in-interest.
- TxSP does not warrant or guarantee that the ISD or any user, its employees, agents representatives, or officials will not be subject to, or will be immune or insulated from complaints and/or potential litigation involving matters related to and contained within the protocols and documents contained within the Licensed Products. TxSP will not be responsible for any legal fees required in such matters brought before the ISD.
- The ISD will designate one District level staff member to be the contact/liaison for TxSP through which all communication should be funneled (including requests for new documents).
- The information contained in the Licensed Product were created and provided under this agreement by TxSP through research and reference from various state and federal statutes and Board Policies. TxSP does not claim any copyright for laws or Board Policy but will reference them as
- Matters involving student issues are fact sensitive and the specific facts underlying any student issues may, or may not, affect the applicability of the information contained in the Licensed Products.
- If specific legal advice is wanted, needed, or required by the ISD; consult the attorney used by the ISD as part of the agreement between said attorney and the ISD. TxSP will not accept any responsibility for any legal fees required for consultation by the
- Any notice or approval required or permitted under this Agreement to be sent to either party shall be sent by certified mail, return receipt requested, at the following address:
- Texas School Procedures, 2831 Eldorado Pkwy., Ste. 103-390, Frisco, TX 75033
- Any waiver, amendment or modification of this Agreement will not be effective unless executed in writing and signed by both parties.
- Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Texas, S.A., to the exclusion of its conflict of law provisions. If any provision of this
Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless either party in good faith deems the unenforceable provision to be essential, in which case such party may terminate this Agreement effective immediately upon notice to the other party. Venue for any dispute resolution proceeding shall be in Collin County, Texas or, if applicable, the state and federal courts covering the geographic area or district in which Collin County, Texas is located.
- Entire Agreement. This Agreement, together with any Exhibits and attachments hereto which are hereby incorporated into this Agreement, constitutes the complete and entire statement of all conditions and representations of the agreement between TxSP and the ISD with respect to its subject matter and supersedes all prior writings or understandings.
In witness whereof, the parties hereto have caused this Agreement to be executed by the duly authorized representatives as of the Effective Date:
|__________________________ ISD||Texas School Procedures, LLC.|
|Name:||Name:||Richard P. Claypool|
|Title:||Title:||Business & Operations|
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PAYMENT IS DUE 30 DAYS AFTER RECEIPT OF SUBSCRIPTION
For sales, annual subscription, and Region Service Center Project Management contact: Tracy Laborde email@example.com, Phone: (855) 367-8977, Ext. 1
For training and product development contact: Debby Moore firstname.lastname@example.org, Phone: (855) 367-8977, Ext. 2
For billing and ordering contact: Richard Claypool, CFO email@example.com, Phone: (855) 367-8977, Ext. 4