This document creates an agreement between your school (“School”) and Remind101, Inc. (“Remind”). This Agreement is effective on the date the Agreement is signed (the “Effective Date”). Only sign if you have read and understood this Agreement and have full legal authority to sign agreements binding your School.
Security And Data Transfer
Remind uses commercially reasonable security standards. Remind and the third party vendors Remind relies upon to process School Customer Data (“Customer Data”) have implemented at least industry standard systems and procedures to protect the security, confidentiality and integrity and prevent against unauthorized access to or use of Customer Data. To provide the Services, Remind may transfer, store and process Customer Data in the United States or any other country in which Remind or its third party vendors maintain facilities. By using the Services, your School consents to this transfer, processing and storage.
Modifications To The Services
Only use Remind’s Services as they are intended (Community Guidelines are available at www.remind.com/community-guidelines). On occasion, we may improve the Services with new applications, features or functionality. The School should specify one or more Administrators. Your school is responsible for: (a) designating those individuals who are authorized to access the Admin Account(s); and, (b) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Remind is a school communication tool, which means we cannot and will not manage your School’s use of the Services or the behavior of your designated Administrators.
End User And Parental Consent
Administrators may access, monitor, use, or disclose data available so make sure that your School obtains the consent of End Users and Parents. Specifically, your School is responsible for compliance with the Children's Online Privacy Protection Act of 1998, including obtaining parental consent for collection of personal information in the Services.
No Unauthorized Use
Your School agrees not to let unauthorized people use the Services, to tell Remind promptly if you become aware of any unauthorized use, and to block any third party from selling, reselling, leasing or reverse engineering Remind’s Services to offer a competing product.
Neither party will disclose the other’s Confidential Information, except to Affiliates, employees, independent contractors and agents who need to know it and who have agreed in writing to keep it confidential. Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.
Intellectual Property Rights
Unless explicitly stated, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. Your School owns all Intellectual Property Rights in Customer Data, and Remind owns all Intellectual Property Rights in the Services.
Your School permits Remind to include the School’s name or Brand Features in a list of Remind customers, online or in promotional materials, and to verbally reference the School as a customer.
Remind complies with applicable laws and will not serve behaviorally targeted ads unless permitted by those laws.
Representations, Warranties And Disclaimers
Each party provides the other all standard representations, warranties and disclaimers that are legally applicable and no others. Your School agrees that it is solely responsible for compliance with the Children's Online Privacy Protection Act of 1998, including, but not limited to, obtaining parental consent concerning collection and use of students' personal information for the Services.
Payment; Interest Charged For Late Payments
Unless specified otherwise in the Order Form, all Fees are due thirty days from the invoice date. We will charge interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date for any delinquent payments until paid in full. Your School will be responsible for all reasonable expenses (including attorneys' fees) incurred by Remind in collecting delinquent amounts.
Your School is responsible for any Taxes, and you will pay Remind in full for the Services without any reduction for Taxes. If Remind is obligated to collect or pay Taxes, the Taxes will be invoiced to your School, unless your School provides Remind with a valid tax exemption certificate. If your School is required by law to withhold any Taxes from its payments to Remind, you must provide Remind with an official tax receipt or other appropriate documentation.
This Agreement will remain in effect for the Term as stated in the Order Form. Unless the parties agree otherwise in writing, End User Accounts added during any Services Term will have a prorated term ending on the last day of that Services Term. At the end of each Services Term, the Services (and all End User Accounts previously purchased for a Fee) will automatically renew for an additional Services Term of twelve months. If either party does not want the Services to renew, then it must notify the other party in writing at least 60 days prior to the end of the current Services Term. This notice of non-renewal will be effective upon the conclusion of the current Services Term.
Remind can revise its rates for Services that the School has purchased for a Fee for the following Services Term by providing the School written notice (which may be by email) at least 75 days prior to the start of the subsequent Services Term.
Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
Your School may terminate this Agreement for any reason (or no reason) with thirty days prior written notice to Remind, but your School will remain obligated to pay any Fees for Services applicable to the remainder of the then-current Services Term for those Services. Remind may terminate this Agreement and cease providing services if Customer fails to pay invoices within a timely fashion.
If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately; (ii) Remind will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Remind's then-current rates, if applicable, for the Services; (iii) after a commercially reasonable period of time and only upon explicit, written request of your School, Remind will delete Customer Data by overwriting it over time; and, (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.
Limitation of Liability
NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE GREATER OF: (I) ONE THOUSAND DOLLARS OR (II) THE AMOUNT PAID BY CUSTOMER TO REMIND UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
These limitations of liability apply to the fullest extent permitted by applicable law, but do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.
Unless specified: (a) all notices must be in writing and addressed to the attention of the other party's legal department or primary point of contact; and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.
Assignment; Change Of Control
Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate or successor as pursuant to a change of control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control.
Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.
Failure to enforce any provision of this Agreement will not constitute a waiver.
If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
For City, County and State Government Entities. If Customer is a city, county, or state government entity, then the parties agree to remain silent regarding governing law and venue.
For All other Entities. This Agreement is governed by California law. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
The following Sections will survive expiration or termination of this Agreement: 7 (Confidential Information), 8 (Intellectual Property Rights), 16 (Termination), and 17 (Limitation of Liability).
Remind will maintain insurance coverage consistent with generally recognized commercial standards including general liability insurance.
Intrepretation of Conflicting Terms
If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Service and Privacy Commitments, this Agreement, and Order Form (if applicable).
Addendum A - Definitions
“Admin Account(s)” means the administrative account(s) provided to Customer by Remind for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Remind will provide to Customer.
“Administrators” mean the Customer-designated technical personnel who administer the Services to End Users on Customer's behalf.
“Ads” means online advertisements, excluding advertisements provided by any advertising products that are not part of the Services that Customer chooses to use in connection with the Services, displayed by Remind to End Users.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
“Confidential Information” means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
“Customer Data” means data, including email and chats, provided, generated, transmitted or displayed via the Services by Customer or End Users.
“Emergency Security Issue” means either: (a) Customer's use of the Services in violation of the Terms of Service, which could disrupt: (i) the Services; (ii) other customers' use of the Services; or (iii) the Remind network or servers used to provide the Services; or (b) unauthorized third party access to the Services.
“End Users” means the individuals that your School permits to use the Services.
“End User Account” means a Remind-hosted account established through the Services for an End User.
“Fees” means the amounts invoiced to Customer by Remind for the Services (if applicable) as described in this Agreement.
“Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
“Order Form” means an order form, which is the written document provided by Remind specifying the Services Customer will purchase from Remind for a Fee (if any) under the Agreement. The Order Form will contain: (i) a signature block for Customer, or for both Customer and Remind; and (ii) Fees.
“Purchase Order” means a Customer issued purchase order.
“Services” means those products, features and functionality provided by Remind. The Services are described here: remind.com.
“Services Term” means renewal terms for the applicable Services that commence upon conclusion of the Initial Services Term.
“Suspend” means the immediate disabling of all or a portion of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.
“Taxes” means any duties, customs fees, or taxes (other than Remind's income tax) associated with the sale of the Services, including any related penalties or interest.
“Term” means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the last Services Term or (ii) the Agreement is terminated as set forth herein.
“Terms of Service” means the acceptable use policy for the Services available at remind.com/terms-of-service.
“Third Party Request” means a request from a third party for records relating to an End User's use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.