BY clicking “Accept” when you purchase a subscription to use the Service, you AGREE TO BE BOUND BY the terms of THE AGREEMENT. IF you do NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, you should NOT purchase a subscription to USE THE SERVICE.
1. Description of the Service. The Service is an online platform that enables school administrators and teachers to distribute information to, and communicate with, parents and guardians of students who attend the school where the school administrators or teachers are employed. When the School purchases a subscription to use the Service, school administrators and teachers employed by the School (“School Personnel”) will be able to share information about students and activities at the School through the Service. If parents or guardians of students register to use the Service, they may access this information as well as submit information to the Service. We note that, as further described in Section 5 below, the School shall be solely responsible for obtaining any consents, rights or authorizations that are necessary for School Personnel to submit information about students to the Service.
2. Grant of License. Subject to the terms of the Agreement, Bambinotes hereby grants the School a non-exclusive, non-transferable, revocable (as stated below), license to access and use the Service and to allow School Personnel to access and use the Service.
3. Restrictions. You may not, and may not permit or assist others to: (a) rent, lease, sell, sublicense, loan, time-share, or otherwise transfer or distribute the Service or any data collected through your use of the Service for any commercial purpose, or (b) remove, alter or obscure Bambinotes proprietary notices affixed to or contained in the Service.
4. User I.D.’s. The email address you provide when you purchase a subscription to use the Service, or by authorized School Personnel when they register to use the Service, will serve as the unique user identification in connection with the School’s and such School Personnel’s use of the Service (“User I.D.”). You and authorized School Personnel will also be asked to create a password that will enable you and authorized School Personnel to access and use the Service. School Personnel are the only users authorized to access and use the Service using this User I.D. and password and you may not allow any third party to access the Service using the School’s User I.D. and password. The School shall be responsible for all activity occurring under the School’s User I.D., shall maintain the confidentiality of the School’s User I.D. and password and shall promptly notify Bambinotes of any actual or suspected unauthorized use of the Service. Bambinotes reserves the right to suspend or terminate any User I.D. which it determines may have been used for any unauthorized purpose.
5. Required Consents. You acknowledge and agree that the School shall be solely responsible for obtaining any consents, rights or authorizations that are legally required in order for School Personnel to submit information about students to the Service. Such consents and authorization shall include, without limitation, the valid consent of each applicable parent or guardian expressly stating that such parent or guardian authorizes the School and School Personnel to submit information about the applicable student to the Service. Bambinotes will provide a link that the School can provide to parents in order to obtain consent for the collection and use of data regarding their children, but the School assumes responsibility for complying with all legal and regulatory obligations regarding the collection and use of such data. The School and any School Personnel shall not submit any information about a student to the Service until they have obtained such valid consent.
6. Support Services. If you have any questions or problems in connection with your use of the Service, you may contact Bambinotes customer support by email at [email protected]
7. Copyright. The Service is owned by Bambinotes or its suppliers or licensors and is protected by United States copyright laws and international treaty provisions. Bambinotes hereby reserves all copyright, trademarks, patent, trade secret and other intellectual property rights in and to the Service not expressly granted herein. The Service is licensed and not sold.
8. Fees and Charges. The price of your subscription and any applicable implementation fees will be provided to you prior to purchase. We may change pricing from time to time in our discretion, however, the price applicable to your subscription will remain in effect until the end of the applicable subscription period. All subscription fees (and, if applicable, implementation fees) shall be payable on a monthly basis in advance on the first business day of each calendar month of the applicable subscription period. By subscribing to the Service, you acknowledge and agree that you will be responsible for paying the applicable subscription fee and that the applicable subscription fee will be charged to the credit card or other payment account you designate as the credit card or payment account to be billed. If we do not receive payment of your subscription fee within five (5) days of the applicable payment date, we will notify you and may suspend your access to the Service until payment is received in full. If you cancel your subscription, then within thirty (30) days of the date of cancellation we will provide you with a pro rata refund of your subscription fees based on the portion of your subscription period that remained at the time of termination. Except as set forth in the Agreement, you will not be entitled to a refund of any subscription fees.
10. Representations and Warranties. You represent, warrant and covenant that (a) you have the full right, title and authority to enter into the Agreement, and that the individual who is executing accepts the terms of the Agreement on behalf of the School is authorized to do so and to bind the School to the terms and conditions of the Agreement, (b) the School’s use of the Service will comply with all applicable laws and regulations, and (c) the School shall obtain all consents, rights and authorizations in accordance with Section 5 hereof prior to submitting, or permitting any School Personnel to submit, any information about students through the Service.
11. DISCLAIMER OF WARRANTIES. THE Service IS LICENSED TO the school “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, Bambinotes AND ITS SUPPLIERS AND LICENSORS, AS APPLICABLE, DISCLAIM ALL WARRANTIES AS TO THE Service, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NEITHER Bambinotes NOR ITS SUPPLIERS NOR LICENSORS, AS APPLICABLE, WARRANT THAT THE service OR THE USE THEREOF WILL BE ACCURATE, COMPLETE, UNINTERRUPTED OR ERROR FREE, OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIALS ACCESSIBLE FROM OR RELATED TO THE service ARE OR WILL BE FREE OF VIRUSES, WORMS, OR OTHER HARMFUL CONTENT. The school WILL NOT HOLD Bambinotes LIABLE FOR, AND AGREEs TO ASSUME ALL RESPONSIBILITY FOR, ANY FAILURE OF THE service TO ACHIEVE the school’s INTENDED RESULTS, OR FOR ANY DAMAGE THAT RESULTS FROM The school’s DOWNLOADING, REPRODUCING, INSTALLING OR USING THE service, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO the School’s COMPUTERs, NETWORK OR SYSTEMS. Bambinotes SUPPLIERS AND LICENSORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THIS DISCLAIMER OF WARRANTIES. SOME STATES RESTRICT DISCLAIMERS OF IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT FULLY APPLY TO the School.
12. LIMITATION of Liability. IN NO EVENT SHALL Bambinotes OR ANY OF ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF USE OR INTERRUPTION OF BUSINESS), OR FOR LEGAL FEES, ARISING OUT OF THE USE OF THE Service, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF Bambinotes OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Bambinotes AGGREGATE LIABILITY FOR ANY CLAIM EXCEED $100. THE PARTIES AGREE THAT THIS LIMITATION ON DAMAGES REPRESENTS A REASONABLE ALLOCATION OF RISK. Bambinotes SUPPLIERS AND LICENSORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THIS LIMITATION ON DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO the School.
13. Indemnity. The School agrees to defend, indemnify and hold harmless Bambinotes and its directors, officers, employees, agents, representatives, licensors, suppliers, services providers, affiliates, parents, subsidiaries and other contractors from and against any and all claims, actions, demands, causes of action and other proceedings arising out of or relating to: (a) the School’s use of the Service other than as permitted hereunder; or (b) the School’s breach of the terms set forth in the Agreement (collectively “Claims”). Bambinotes will have the right to participate through counsel of its choice in any defense by the School of any Claim. The School may not settle any Claim without the prior written consent of Bambinotes. The School also agrees to pay all of Bambinotes reasonable costs and attorneys’ fees relating to any successful legal action taken against the School in connection with a suspected breach of the Agreement.
14. Governing Law and Jurisdiction. You agree that your use of the Service shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law rules.