Terms and Policies
The Agreement to Terms are to accompany the Subscription Order Submission with State Sales and Use Tax to be accounted for in accordance with the accompanied Graph.
ONLINE REHABILITATIVE PRODUCTS AND SERVICES AGREEMENT TERMS
PERIOD: The period of this Agreement is as specified in the Product Order Form, an annual one (1) year digital subscription license (“Product”) issued and initiated from the execution date of purchase. Following the Subscription Period, this Agreement will automatically extend for successive additional Subscription Periods of one (1) year (each such period a “Renewal Period”), unless (a) either party provides the other with written notice of non-renewal at least six (6) months before the expiration of the then-current Subscription Period or Renewal Period (as applicable); (b) the Agreement is sooner terminated under the section labeled Termination; or (c) the Customer (as defined in the Order) provides Teach Speech Inc. with written notice of nonrenewal as set forth under the Products and Services Agreement Terms entitled Price And Payment.
DESCRIPTION OF SERVICES: Customer will be provided with the annual one (1) year digital subscription license (“Product”) and technical support services, without sublicense rights, for access to Teach Speech Inc.’s online therapy curriculum and learning management system for the entire designated Period and Renewal Period (if any).
PRICE AND PAYMENT: The prices and billing terms for the products, services, and licenses will be as set forth on the Products Order Form, except as set forth herein. Invoices shall be digitally submitted to Customer upon the execution date of purchase by Teach Speech Inc. with full payment of such digital invoices contiguously due by Customer on the date of purchase. If full payment is not digitally received, Teach Speech Inc., in its sole discretion, may cease the provision of any or all products, services and licenses. If Customer wishes to dispute any charge invoiced to Customer by Teach Speech Inc., Customer must submit a good faith claim regarding the Disputed Amount, in a format clearly delineated to coincide with the format of the disputed invoice and with documentation as may reasonably be required by Teach Speech Inc. to support the claim no later than ninety (90) days after the date of the invoice. Teach Speech Inc. reserves the right to change the prices set forth in any Order no more often than once per Renewal Period (if any). Teach Speech Inc. will provide written notice of any price increase to Customer at least sixty (60) days prior to the start of the Renewal Period (if any) for which it would be applicable. Customer may, in its sole discretion, terminate the Agreement within thirty (30) days of such notice. Such termination will be effective at the end of the then-current Period or Renewal Period (if any).
HIPPA, FERPA AND CONFIDENTIALITY: If Customer is a public entity receiving federal Title I funds, Customer represents that Teach Speech Inc. is a “school affiliate” with a “legitimate educational interest” under the definitions of those terms set forth in the Customer’s Family Educational Rights and Privacy Act (“FERPA”), during the Period and Renewal Periods (if any) of this Agreement. Teach Speech Inc. agrees to develop, implement, maintain and use appropriate administrative, technical or physical security measures to the full extent required by FERPA in order to maintain the confidentiality of “education records” as that term is defined by FERPA. If Customer is a for profit rehabilitative entity, Customer recognizes and agrees that for purposes of all applicable laws, Teach Speech Inc. has a legitimate therapeutic interest for purposes of registering Customer’s contact Information and relatable records. Customer agrees to develop, implement, maintain and use appropriate administrative, technical or physical security measures to maintain the confidentiality of such confidential information.
TAXES: Customer represents that it is NOT EXEMPT from sales and use taxes imposed by the state and local governmental divisions in which it is located. If noted otherwise, Customer must provide TeachSpeech Inc. with Customer’s exemption certificates or other proof of Customer tax-exempt status reasonably acceptable to Teach Speech Inc.
TERMINATION: Either party may terminate this Agreement at any time with ninety (90) days’ prior written notice to the other party for cause. Termination for cause may be used if a party breaches any material term or fails to fulfill any representation, warranty, or material condition, term, provision or obligation contained in this Agreement and fails to cure within thirty (30) days of such notice from the terminating party. Upon termination, the non-breaching party shall be entitled to seek any remedies to which it shall be entitled at law or in equity. If any change in applicable law that is enacted after the date hereof could reasonably be expected to have a material adverse effect on the ability of any party to carry out its obligations under this Agreement, such party, upon written notice to the other party may request renegotiation of this Agreement. Such renegotiation shall be undertaken in good faith. If the parties are unable to renegotiate and agree upon revised terms within sixty (60) days of such notice of renegotiation, then this Agreement shall be terminated effective at the end of the school year in which such notice was given. Termination of this Agreement does not relieve Customer of any obligations for payments outstanding to Teach Speech Inc. as of the date of termination and does not relieve either party of any obligations that continue upon termination.
INFORMATION REQUIREMENTS: Customer will provide Teach Speech Inc. with all information reasonably required by Teach Speech Inc. to provide the annual digital subscription license (“Product”) and related technical support services.
PUBLICITY: During the Period and Renewal Period (if any) of this Agreement, Customer hereby agrees that Teach Speech Inc. and its Affiliates shall have the right, but not the obligation, to list Customer as a customer in other materials promoting the Content. Teach Speech Inc. will remove Customer’s name from any such list within thirty (30) days after any termination of this Agreement.
WARRANTY: Teach Speech Inc. warrants that the services will be performed in a professional and workmanlike manner in accordance with commercially reasonable industry standards. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND TEACH SPEECH INC. MAKES NO GUARANTEES AS TO THE RESULTS OR ACHIEVEMENTS. Without limiting the foregoing, Teach Speech Inc. makes no guarantees and shall not be liable for outages or other non-accessibility to Teach Speech Inc.’s website, end-user connection speed or connectivity problems, regardless of the cause, pursuant to this agreement.
INTELLECTUAL PROPERTY: Customer acknowledges and agrees that all courses, content, software, graphics, pictures, documents, licenses, designs and materials and any and all derivatives there of (collectively, Works) made available to Customer pursuant to this Agreement are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws and Teach Speech Inc. (or its Affiliates or licensors) own all right, title and interest in and to the Works. Customer acknowledges and agrees that it has no intellectual property interest or claims in the Works and has no rights to make any use of such Works except as expressly granted herein. Except as expressly authorized in writing by an officer of Teach Speech Inc., Customer agrees not to sell, license, sublicense, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of the Works. Customer will not act or permit any action that would impair any of Teach Speech Inc.’s (or its Affiliates’ or licensors’) rights in the Works. Customer agrees not to: (a) disassemble, reverse compile, reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Works (or any portion thereof); (b) distribute, lend, rent, sell, transfer or grant sublicenses to, or otherwise make available the Works (or any portion thereof) to third parties, including, but not limited to, making such Works available (i) through resellers, OEMs, other distributors, or (ii) as an application service provider, service bureau, or rental source, unless expressly permitted in the Order; (c) embed or incorporate in any manner the Works (or any element thereof) into other applications of Customer or third parties; (d) use or transmit the Works in violation of any applicable law, rule or regulation, including any export/import laws, (e) in any way access, use, or copy any portion of the Works (including the logic and/or architecture thereof and any trade secrets included therein) to directly or indirectly develop, promote, distribute, sell or support any product or service that is competitive with the Works, (f) remove, obscure or alter any copyright notices or any name, logo, tagline or other designation of Teach Speech Inc. or its Affiliates displayed on any portion of the Works. Customer shall not permit any third party to perform any of the foregoing actions and shall be responsible for all damages and liabilities incurred as a result of such actions. Customer acknowledges that in the event Customer breaches any provision contained in this paragraph, TeachSpeech Inc.’s interests will be irreparably injured, the full extent of Teach Speech Inc.’s damages may be impossible to ascertain, and monetary damages will not be an adequate remedy. Customer agrees that Teach Speech Inc. will be entitled to enforce this agreement by an injunction or other legal or equitable relief in any court of its choice without the necessity of posting bond or security, in addition to its right to seek monetary damages or any other remedy.
INDEMNIFICATION AND LIMITATION OF LIABILITY: Teach Speech Inc. agrees to defend, indemnify, and hold harmless Customer and its employees, contractors, officers, and board members from and against any and all liabilities, claims, damages, injuries, judgments, demands and expenses, including court costs and attorney’s fees, that arise out of or in connection with any acts or omissions of Teach Speech Inc. related to or arising from this Agreement (collectively “Claims”) except to the extent that such Claims arise out of actions or omissions of Customer and subject to the conditions precedent that a) Customer provide written notice to Teach Speech Inc. within twenty (20) days of its receipt of the Claim and b) Customer permits Teach Speech Inc. to assume the control and defense of the Claim with counsel selected by Teach Speech Inc. IN NO EVENT SHALL TEACH SPEECH INC.’s LIABILITY TO CUSTOMER AND ITS EMPLOYEES, CONTRACTORS, OFFICERS AND BOARD MEMBERS UNDER THIS AGREEMENT OR FOR ANY MATTER OR CAUSE OF ACTION ARISING IN CONNECTION HEREWITH EXCEED THE AMOUNT PAID BY CUSTOMER TO TEACH SPEECH INC. HEREUNDER. IN NO EVENT SHALL TEACH SPEECH INC. BE LIABLE TO CUSTOMER, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER TEACH SPEECH INC. IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. To the extent permitted by law, Customer agrees to defend, indemnify, and hold harmless Teach Speech Inc. and its Affiliates and all of their employees, contractors, officers, and board members from and against any and all liabilities, claims, damages, injuries, judgments, demands and expenses, including court costs and attorney’s fees, that arise out of or in connection with any acts or omissions of Customer related to or arising from this Agreement (collectively “Claims”) except to the extent that such Claims arise out of actions or omissions of Teach Speech Inc.
DISPUTE RESOLUTION: The parties agree that they will use their best efforts to settle any and all disputes arising out of, under or in connection with this Agreement, including without limitation the validity, interpretation, performance and breach hereof, prior to initiating any legal proceeding, whether judicial or administrative in nature. The efforts shall be primarily between the Chief Executive Officer for Teach Speech Inc. or their respective designees. The laws of the designated State will govern all disputes arising out of or related to this Agreement, including the validity, enforceability or construction thereof. Each party submits to the jurisdiction of the state and federal courts for purposes of any action, suit or proceeding arising out of or related to this Agreement and agrees not to plead or claim that any action, suit or proceeding arising out of or related to this Agreement that is brought in such courts has been brought in an inconvenient forum.