1. DESCRIPTION OF THE SERVICES
2. WHAT YOU MUST DO TO USE THE SERVICES
In order to use the Services, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content, and pay any service fees associated with such access. You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Cable modem or DSL speed connections to the World Wide Web are recommended as a minimum. Also, it is strongly recommended that you utilize a firewall (software or hardware), anti-virus protection, and other such utilities and tools to protect you, your equipment, and any information stored on your equipment while connected to the World Wide Web.
3. YOUR REGISTRATION INFORMATION MUST BE ACCURATE, CURRENT AND COMPLETE
In consideration of your use of the Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form of the Services (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Vologic has reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete, Vologic has the right to suspend or terminate your account and to refuse any and all current or future use of the Services (or any portion thereof).
4. YOUR OBLIGATION TO PAY FEES
You agree to pay all subscription, service and use fees, if any, Vologic, or a Reseller bills you on the behalf of Vologic. You agree to pay all costs (including attorney's fees), if any, incurred by Vologic in collecting overdue fees from you, and to pay a late charge on any overdue fees at a rate equal to the lesser of 1.5% per month or the maximum rate allowed under applicable law. You also agree to pay all foreign, federal, state and local taxes applicable to your access, use or receipt of the Services.
5. ACCESS, PASSWORDS AND SECURITY
You may designate the users under your account, which corresponds to the level of Services you are receiving from Vologic, and you may request access and passwords for such users. You will be responsible for the confidentiality and use of your access number(s), password(s), and account number(s). You will be responsible for all electronic communications, including account registration and other account holder information, e-mail, financial and other data ("Electronic Communications") entered through or under your access number(s), password(s) or account number(s). Vologic will act as though any Electronic Communications it receives under your access number(s), password(s) or account number(s) will have been sent by you. You agree immediately to notify Vologic if you become aware of any loss or theft or unauthorized use of any of your access number(s), password(s) and/or account number(s).
6. THE WAY WE HANDLE ELECTRONIC COMMUNICATION BETWEEN YOU AND VOLOGIC
The Services allow you to send Electronic Communications directly to Vologic and interact within applicable areas of the Services. Electronic Communications include your business's financial and business data that you send through the Services (the "Data"). You acknowledge and agree to the following with respect to use of Electronic Communications through the Services:
A. Vologic shall be entitled, but is not obligated, to review or retain your Electronic Communications for your compliance with the TOS and the security of the Services. Vologic may also review or retain Electronic Communications (other than Data) for other reasons that Vologic believes in good faith will improve the quality of the Services;
B. Vologic may disclose Electronic Communications if required to by law or in the good-faith belief that such disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any Electronic Communications violate the rights of third parties; or (iv) protect the rights, property, or personal safety of Vologic, its users or others;
C. You will not use any Electronic Communication for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening. Neither you, nor someone on your behalf, will use the Services to solicit Vologic customers or others for any purpose;
D. You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights;
E. You will not in any way express or imply that any opinions contained in your Electronic Communications are endorsed by Vologic;
F. You agree to provide Vologic with your e-mail address, promptly provide Vologic with any changes to your e-mail address and accept Electronic Communications from Vologic at the e-mail address you specify;
G. You agree that Vologic may provide notices, statements and other communications to you solely through e-mail, posting on the Services or other electronic transmission; and
H. You understand that the technical processing and transmission of the Services, including your Electronic Communications, may involve (i) transmission over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
7. SECURITY OF DATA TRANSMISSION
You agree to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by Vologic. Until notified otherwise by Vologic, you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by Vologic and to follow Vologic's logon procedures for Services that support such protocols. You acknowledge that Vologic is not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet. You acknowledge that it is possible that Electronic Communications may be accessed by unauthorized third parties when communicated between you and Vologic using the Internet, other network communications facilities, telephone or any other electronic means.
8. GENERAL PRACTICES REGARDING USE OF THE SERVICES
You acknowledge that Vologic may establish general practices and limits concerning use of the Services. You acknowledge that Vologic reserves the right to disable accounts that are inactive for an extended period of time. You further acknowledge that Vologic reserves the right to change these general practices and limits at any time, upon notice as provided in Section 19 below.
9. SECURITY AND STORAGE OF DATA
The security of your Data may be maintained through the use of data encryption, data security protocols, passwords and other methods which Vologic may employ, or which Vologic may suggest or require that you employ. You agree that Vologic has no responsibility or liability either for the deletion or failure to store any Data transmitted by you or anyone else to the Services or the operation, or failure, or weakness, of any data encryption, data security protocols, passwords or other security methods employed by Vologic.
10. VOLOGIC'S PROPRIETARY RIGHTS
You acknowledge and agree that the Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content or information presented to you through the Services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Software, in whole or in part. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services. If you are a professional financial service provider (i.e., an accountant or a bookkeeper), you may procure and maintain the Services for your clients by obtaining and maintaining from Vologic a separate account for each of them.
Vologic grants you a non-transferable, non-exclusive and terminable right and license to use the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Software or any part thereof or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interfaces that are provided by Vologic for use in accessing the Services.
11. TRADEMARK INFORMATION
"Vologic," the Vologic logo, "School Administration Suite," School Administration Suite logo, and other Vologic and School Administration Suite trademarks, service marks, logos and product and service names are marks of Vologic (the "Vologic Marks"). You agree not to display or use either the Vologic Marks in any manner without the owner's express prior written permission.
12. OWNERSHIP RIGHTS
The Materials, including all server site content comprising, but not limited to, the design, text, graphics, animation, displays, and their selection and arrangement are protected by United States copyright laws and international treaty provisions. Vologic and its suppliers own and retain all right, title and interest in and to all copies of the Materials and all intellectual property therein, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. ALL RIGHTS RESERVED. You acknowledge that your possession, installation, or use of the Materials does not transfer to you any title to any copies of the Materials or to the intellectual property in the Materials, and that you will not acquire any rights to copies of the Materials or license rights in the intellectual property therein, except as expressly set forth in this Agreement. You agree that any copies of the Materials will contain the same proprietary notices which appear on and in the Materials.
13. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VOLOGIC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
VOLOGIC MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VOLOGIC, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
NO, FINANCIAL, LEGAL OR TAX ADVICE OR COUNSEL IS GIVEN, OR SHALL BE DEEMED TO HAVE BEEN GIVEN, BY THE SERVICES.
NEITHER THESE TOS, NOR ANY DOCUMENTATION FURNISHED UNDER THEM, ARE INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE PROVIDED BY VOLOGIC WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR-FREE SERVICE. THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS YOUR REQUIREMENTS. YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
VOLOGIC AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF VOLOGIC IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM YOUR USE OR INABILITY TO USE THE SERVICES OR THE SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICES OR THE SOFTWARE. VOLOGIC'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO VOLOGIC OVER THE COURSE OF THE EXISTING TERM.
VOLOGIC SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY DELAY OR FAILURE IN PERFORMANCE UNDER THESE TOS RESULTING DIRECTLY OR INDIRECTLY FROM FORCE MAJEURE EVENTS.
14. LIMITATION OF LIABILITY
IN NO EVENT WILL VOLOGIC BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE ITEMS) EVEN IF VOLOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU AGREE THAT THE LIABILITY OF VOLOGIC ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICES. Vologic shall not be liable for any loss resulting from a cause over which Vologic does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to your computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or your telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. Vologic is not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the Services. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold Vologic harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of the TOS, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of the Services.
16. MODIFICATIONS TO OR DISCONTINUATION OF THE SERVICES
Vologic reserves the right at any time and from time to time to modify, temporarily or permanently, the Services (or any part thereof) upon notice to you. Vologic also reserves the right at any time to discontinue, temporarily or permanently, the Services (or any part thereof) to any accounts not in good standing upon notice to you. You agree that Vologic, shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
17. TERMINATION OF THE SERVICES
You agree that Vologic, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Services, and remove and discard any Electronic Communications within the Services, for lack of use or if Vologic believes that you have violated or acted inconsistently with the letter or spirit of these TOS. Vologic may also in its sole discretion and at any time discontinue providing the Services or any part thereof. You agree that any termination of your access to the Services under any provision of these TOS may be effected upon notice to you, and acknowledge and agree that thereafter Vologic may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files, and/or the Services; however, in the event that your Services with Vologic terminates, Vologic will use commercially reasonable efforts to return your Data to you electronically, in an appropriate format selected by Vologic, as promptly as is reasonably possible after such termination, provided you have complied with the TOS and have paid in full all amounts owed to Vologic. Further, you agree that Vologic shall not be liable to you or any third party for any termination of your access to the Services; provided, however, that if the termination is unrelated to your acts or omissions Vologic will refund the pro rata portion of any fee that may have been paid by you for the portion of the Services not furnished to you as of the date of such termination.
The Services or third parties may provide, links to other World Wide Web sites or resources. Because Vologic has no control over such sites and resources, you acknowledge and agree that Vologic is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Vologic shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Notices to you from Vologic may be made by either e-mail or regular mail. Vologic may provide notices of changes to the TOS, modification or termination of the Services or other matters by e-mail to you or by displaying notices or links to notices to you on the Services.
Vologic may modify the TOS upon notice to you. If Vologic sends you notice, via e-mail, posting on the Service or otherwise, of a modification, you confirm your acceptance of the modification by not closing and/or by continuing to use the Services.
21. UNITED STATES GOVERNMENT
The Materials are deemed to be commercial computer software and commercial computer software documentation respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable.
Any use, modification, reproduction, release, performance, display or disclosure of the Materials by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
22. EXPORT CONTROLS
You acknowledge that the Software and Materials are subject to the export control laws of the United States. You hereby agree that you will not directly or indirectly export the software or Materials, except in compliance with all applicable U.S. export laws and regulations.
23. HIGH RISK ACTIVITIES
The Service is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Service could lead directly or indirectly to death, personal injury, or severe physical or property damage (collectively, “High Risk Activities”). Vologic expressly disclaims any express or implied warranty of fitness for High Risk Activities.
The TOS constitute the entire agreement between you, and Vologic, and govern your use of the Services, superseding any prior agreements between you, Vologic, and/or any Reseller, with respect to the subject matter contained in the TOS. The TOS may only be modified or amended as set forth above in Section 20 or otherwise in a writing signed by Vologic and you. The TOS and the relationship between you and Vologic shall be governed by the laws of the State of Texas without regard to its conflict of law provisions. You and Vologic agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Dallas, Texas. The failure of Vologic to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The Section titles in the TOS are for convenience only and have no legal or contractual effect.
Terms of Service
*Note: Anyone linking to Vologic's Web site must comply with the Guidelines for Linking to Vologic's Web Site and all applicable laws.