These School Terms of Service (this “Agreement”) are made and entered into by and between Script, LLC, a Florida limited liability company (“Script”); and you, the school or school district (the name of which you have provided and is listed under your Script profile) (the “School”). By purchasing or using the Script web or mobile software application (the “App”), School agrees to all of the terms and conditions below.
Upgrading Account; Annual Fee. School may use limited functions of the App for free as a restricted non-paying user. In order to access and use all features of the App, School must pay to upgrade its account. Upon upgrading your School’s account, and again upon every anniversary thereof (each annual period referred herein as a “Subscription Term”), School shall pay to Script an annual subscription fee in exchange for Script’s provisions of resources to operate the App for School. The price of the annual subscription fee shall be presented to School on an Order Form, or when upgrading the account prior to School’s first payment for the upgrade.
Usage Fee. Each time an App user processes an Item for which School charges user a price, School shall pay to Script $0.30 plus the Payment Processing Fee Percentage of the price paid by the user to School for the Item (such amounts paid by School to Script together being the “Usage Fee”). Unless School is provided an Order Form stipulating otherwise, the Payment Processing Fee Percentage shall be 4.9%. Script shall configure the App to automatically deduct Usage Fees from each price paid by users in connection with Items, to credit Script’s account with such Usage Fees, and to credit School’s account with the remaining amount of such price after deducting such Usage Fees. If an Item does not require the payment of any price to School, School shall not be charged any Usage Fee for Script to process that Item. Script may modify the Usage Fee upon each Subscription Term renewal, and School’s continued use of the App after receiving notice thereof shall constitute School’s acceptance thereof. Script shall deliver notice of such modification of the Usage Fee within thirty (30) days of the renewal date.
Other Provisions Regarding Fees. To the extent, if any, that Script invoices School for any Annual Fees, Usage Fees, or other fees arising hereunder, School shall remit the invoiced amount to Script by the due date set forth in the applicable invoice. If School fails to pay any such invoice when due, Script reserves the right to suspend School’s access and usage of the App without terminating this Agreement until such time as all amounts due and payable are paid in full. All fees paid by School to Script are nonrefundable. School shall reimburse Script for Scripts legal fees and other costs of collections for overdue amounts. An additional 1% fee applies to transactions presented outside of School’s home currency. A flat $15 fee shall be assessed for chargebacks. Fees shall be returned for fully-refunded transactions.
Script uses Braintree, a division of PayPal, Inc. (“Braintree”) for payment processing services. By using the Braintree payment processing services School agrees to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/bank-agreement.
Fee Schedule. School shall be solely responsible for using the App to populate all data respecting Items and to set the price to be charged for each Item, which shall not exceed the price advertised or charged by School for the Item in any other context and regardless of the means of payment.
Other Information. School shall provide such resources, information, data, and assistance to Script as Script may reasonably deem necessary for Script to perform hereunder and provide the App. In the event that School fails to do so in any material way, Script may, in Script's sole discretion, terminate this Agreement or suspend its performance hereunder and its provision of the App to School.
Service Level. Script shall use commercially reasonable efforts to cause the App to be fully functional in accordance with its documentation during reasonable times. Script provides no warranties hereunder.
Support, Maintenance and Updates. Script may from time to time in its sole discretion develop and provide updates to the App, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. School agrees that Script has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
If School identifies an error in the App, School shall promptly notify Script thereof. Pursuant to the provisions of this Section, Script may in its sole discretion perform limited support and maintenance services for School, but only with respect to the then most current version of the App, and solely to the extent that School cooperates with Script and supplies all information, data, consents, and access to School's systems and data as may be necessary for Script to support and maintain the App.
Ownership of School Data. School’s information contained in or added to the App (“Content”) shall be and remain the sole and exclusive property of School. School hereby grants to Script a non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, and worldwide license to use Content for the purposes of providing the App to School and for all other lawful purposes. By posting Content on or through the App, School represents and warrants that: (i) School has the right to grant Script the rights and license to use the Content as set forth herein, and (ii) that the posting of the Content on or through the App does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity. Script shall not share any personally identifiable information contained in any Content with any third party. Script may share Content, whether in individual or aggregate form, with certain third parties approved of by Script to the extent that such Content has been anonymized and stripped of all personally identifiable information. Script shall comply with all applicable laws and regulations regarding Content including without limitation the provisions of the Family Educational Rights and Privacy Act and the Children's Online Privacy Protection Act.
Ownership of App. School acknowledges and agrees that the App is provided under license, and not sold, to School. School does not acquire any ownership interest in the App under this Agreement, or any other rights thereto other than to use the App in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Script and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the App, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to School in this Agreement.
Limitation of Liability; Disclaimer of Warranties. SCHOOL'S SOLE AND EXCLUSIVE REMEDY FOR ANY DAMAGE OR LOSS ARISING IN CONNECTION WITH THE APP OR SCRIPT'S PERFORMANCE HEREUNDER SHALL BE RETURN OF A PRO-RATA PORTION OF THE FEES PAID BY SCHOOL DURING THE THEN-CURRENT SUBSCRIPTION TERM, WHICH SCHOOL HEREBY AGREES IS A FAIR AND EQUITABLE REMEDY. UNDER NO CIRCUMSTANCES SHALL SCRIPT BE LIABLE TO SCHOOL OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER RELATED TO SCHOOL'S USE OR RELIANCE UPON THE APP, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. THE APP IS MADE AVAILABLE ON AN "AS IS" BASIS ONLY AND SCRIPT MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, OR REPRESENTATIONS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY MATTERS, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OTHER THAN AS MAY BE EXPRESSLY SET FORTH HEREIN.
Indemnification. Script shall not be liable for any act, omission, error of judgment, or loss suffered by School in connection with this Agreement. School shall indemnify defend, and hold harmless Script from and against, and reimburse Script for, any and all damages, losses, and expenses (including court costs and reasonable attorney fees) incurred by Script in connection with claims made against Script, arising from or related to: (i) School's material breach hereof; (ii) any misrepresentations, gross negligence, willful misconduct, or unlawful conduct of School or any of School's representatives, agents, employees or contractors; and (iii) any claims or allegations of intellectual property infringement brought or threatened by any third party arising from School's use or alteration of the Application in a manner not permitted by the terms of this Agreement.
Term. This Agreement shall remain in full force and effect as long as School is using the App, or until terminated in accordance with Section 14, whichever is longer.
Termination. This Agreement may be terminated:
A. by School for its convenience effective upon the expiration of the then-current Subscription Period if School gives Script at least 30 days' prior written notice thereof; or
B. by either party 5 days after delivering written notice to the other party of the other party's material breach hereof, unless within such 5-day period the breaching party cures such breach to the non-breaching party's reasonable satisfaction.
Effect of Termination. Upon termination hereof, Script shall deactivate School's access of and usage of the App, and School shall cease all use thereof. Within 45 days after the effective date of termination hereof, Script shall pay to School the positive balance, if any, in School's account with Script, after reserving for itself any fees that may then be due and payable to Script hereunder. If at such time the balance in School's account is negative, then promptly upon receipt of Script's applicable invoice School shall remit to Script any unpaid fees or other amounts then due and payable to Script.
A. Assignment. Upon written notice to School, Script may assign this Agreement to its successor-in-interest by way of merger or acquisition. School may not assign this Agreement to any third party without first obtaining Script's prior written consent, which shall be given or withheld at Script's absolute discretion. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to each of their permitted successors and assigns.
B. Independent Parties. Nothing herein shall be construed to create an employer-employee relationship between Script and School. Script is an independent contractor and not an employee of School or any of its respective subsidiaries or affiliates. It is understood that the School will not withhold any amounts for payment of taxes from any fee or compensation payable to Script hereunder.
C. Severability. In the event that any one or more provisions hereof is for any reason held to be invalid or unenforceable, such provision shall be modified to the least extent necessary to cause it to be valid and enforceable. The remaining provisions hereof shall be unimpaired and shall remain in full force and effect.
D. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Florida. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN HILLSBOROUGH COUNTY, FLORIDA.
E. Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties as to the subject matter hereof and supersedes all prior oral and written agreements between them. This Agreement may be modified from time to time by Script, which such modified Agreement shall be posted on the Script website. Continued use of the Application by School thereafter shall constitute assent to such modified Agreement. Otherwise, this Agreement may not be amended except in a written document signed by both parties. This Agreement may not be amended by SMS text message or email.
F. Waiver. A failure of either party to enforce at any time any of the provisions hereof, or to require at any time performance of any of the provisions hereof, shall in no way affect the full right to require such performance at any time thereafter. No waiver shall be deemed a waiver of any other breach, or any other term or condition hereof.
G. Notices. Any and all notices or other communications required or permitted hereunder shall be deemed adequately given if in writing and the same shall be delivered either in hand, by confirmed email, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, post-paid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier) to the other party's business address, and shall be deemed to have been given upon the date of receipt or refusal, or the next business day if not a business day.
H. Force Majeure. Neither party shall be liable for or be considered in breach of or default hereunder because of any delay or failure to perform its obligations hereunder resulting from any external causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome by the exercise of reasonable diligence, including without limitation internet outages, fires, floods, hurricanes, strikes, embargoes, acts of terrorism, power outages, insurrections, and riots.
I. Opportunity to Consult. Each party acknowledges it had the opportunity to consult and have the advice of independent legal counsel in connection with the execution and delivery of this Agreement, and that this Agreement has been executed voluntarily by such party with the intent to be legally bound.
J. Headings. Headings used in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
K. You as Authorized Signer of School. You represent and warranty that you are fully authorized and empowered to enter into this Agreement on behalf of School and to bind School to the terms contained herein.
L. Representations. The parties represent that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party or violate any agreement between the parties and any other person, firm or organization or any law or governmental regulation.