Tools for Success

School Contract Agreement


 
Payment and Legal Terms for Online Video Purchase: 
  • Invoices will be sent immediately upon purchase directly to the schoolIf another party is to be notified that responsibility falls to the school.
  • All invoices are due 45 days from the date of invoicing.   
  • All payments should be made electronically or mailed to:
    Tools for Success
    345 W. Carlisle St. #688
    Mooresville, IN 46158 
  • Any questions regarding invoicing should be directed to:
    Shelby Day (Dayco) at  dayco@managepoint.biz  or 317-377-3100 
  • By signing below, the Client agrees that this is a legally binding agreement. Client further agrees to all of the Terms and Conditions for the School Contract set forth below.

 

Terms and Conditions of School Contract:
  1. Scheduling and Cancellations. Tools for Success personnel shall coordinate scheduling with the Client’s representatives.  In the event of a scheduling change, the assigned personnel and Client shall work cooperatively to find alternative times and dates.  Cancellations due to weather or other external events will be rescheduled at the sole discretion of the CEO of Tools for Success, Cathy Tooley.  No cancellation or rescheduled time or date for service shall provide a basis for a refund, except as expressly agreed by Ms. Tooley in her sole discretion.
  2. Data Access. Client agrees to provide to Tools for Success access to such student data as Tools for Success shall reasonably deem necessary to complete its services under the Agreement, including data related to monitoring development, student growth or deficiencies, or other data or metrics.  
  3. Publicity for Promotional Purposes. Client grants to Tools for Success the right and perpetual nonexclusive license to use Client’s name, the general scope of services offered by Tools for Success to Client, descriptions of the successes associated with Tools for Success’s work, or other information Tools for Success’s services pursuant to the Agreement for promotional or marketing purposes. 
  4. Payments; Delinquencies. Client agrees to pay all amounts due on the schedule set forth in the Agreement.  If no schedule appears in the Agreement, Client shall pay all invoices within forty-five (45) days of the invoice date.  Any payments that are delinquent after forty-five (45) days from the invoice date are subject to a 10% monthly fee, or the highest rate permitted by applicable law, whichever is greater.  If Client has not paid a delinquent amount due more than seventy five (75) days after the invoice date, and if Tools for Success has notified Client of such delinquency and Client has not cured the delinquency within seven (7) days of the notice, then Client shall be in material breach of the Agreement and Tools for Success shall be entitled, at its option, to terminate the Agreement and discontinue services for the Client, in addition to all other remedies available to Tools for Success at law.
  5. Quality of Services. Tools for Success represents that it shall complete all services pursuant to the Agreement in a good and workmanlike manner consistent with 
  6. No Guarantees of Success. Client acknowledges that Tools for Success has made and will make no promises, guarantees, representations, or warranties regarding the outcomes of the services offered to Client pursuant to the Agreement.  Specifically and without limitation, Client acknowledges that Tools for Success has not made and will not make any promises or guarantees that student or school metrics, data, test scores, performance indicators, morale, or efficiency will necessarily result from Tools for Success’s efforts.  Tools for Success expressly disclaims all such guarantees of success, whether express or implied, and Client represents that it has entered into the Agreement without reliance on any such
  7. Termination; Refund. In addition to any other termination right set forth herein, either Client or Tools for Success may terminate any further services by Tools for Success upon thirty (30) days written notice to the other party.  In the event of a termination by Tools for Success pursuant to this paragraph, Tools for Success shall retain such portion of any advance payments made by Client as Tools for Success has equitably earned for services rendered but shall refund any portion of advance payments made that it has not equitably earned as of the date of termination, all as determined by Tools for Success in its discretion.  In the event the Client terminates the services pursuant to this paragraph, Client shall not be entitled to any refund of any advance payments made and shall be obligated to pay any remaining amounts due through the originally scheduled term of the Agreement to Tools for Success absent prior written agreement to the contrary from Tools for Success.
  8. Indemnification. Client agrees to hold harmless and indemnify Tools for Success, as well as its employees, officers, owners, agents, affiliates, and representatives, from any against all first- and third-party claims, damages, causes of action, and other losses (“Losses”), whether known or unknown, foreseeable or unforeseeable, and whether arising out of tort, contract, statute, common law, or any other legal theory, that arise from or relate to the Agreement or Tools for Success’s services, regardless of whether such Losses arise in whole or in part from any negligence, gross negligence, or intentional misconduct of Tools for Success.
  9. Limitation of Liability. Under no circumstances shall Tools for Success’s liability to Client for any claim, legal theory, Losses, demand, or cause of action exceed the actual money paid by Client to Tools for Success. 
  10. Venue; Choice of Law. All agreements between the parties (including the Agreement and these Terms and Conditions), shall be governed by the laws of the State of Indiana.  Any dispute arising from or related to the services by Tools for Success or such agreements shall be exclusively litigated in the state and federal courts located in Marion County, Indiana, and each party submits to personal jurisdiction and exclusive venue in such courts for such purposes.
  11. Attorney Fees. In the event of any breach of any agreement by Client, including nonpayment or delinquent payment, Client agrees to pay and reimburse Tools for Success for any reasonable attorneys’ fees incurred by Tools for Success related to such breach of the agreement or nonpayment, in addition to any other remedies that such party may have in law or in equity.
  12. Miscellaneous. These Terms and Conditions, along with the school Agreement, represent the entire agreement between the parties, and supersede and replace any prior communications, representations, warranties, or other commitments not expressly set forth herein.  

 

Terms and Conditions of Company Content

Important; Read Carefully: Tools for Success LLC (“Company”) provides access to the videos and other content provided by the Company hereto (the “Company Content”) pursuant to these Terms of Service (this “Agreement”). This Agreement is a legal contract between you (if using the Company materials in your capacity as an individual) or the legal entity you represent (e.g., your employer) (“Customer”) and Company. Read the terms of this Agreement carefully. By completing your purchase and signing up for access to the Company Content, Customer agrees to be bound by this Agreement. If the Customer does not agree to the terms of this Agreement, do not complete your transaction or purchase access to the Company Content. 

  1. DEFINITIONS
    “Company Content” means all videos, software, copyrighted materials, writings, or other data or information provided by the Company to the Customer.

    “Data Protection Law” means all laws applicable to Company in its performance of the Services relating to data protection and data privacy including, as applicable, the EU General Data Protection Regulation 2016/679 (“EU GDPR”) and U.S. state privacy laws such as the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et. seq. as amended, extended, repealed and replaced (collectively “U.S. State Privacy Laws”). “Data Controller”, “Data Processor” and “Personal Data Breach” shall have the meanings given those terms in the EU GDPR.

  2.  LICENSES
    Subject to the terms and conditions of this Agreement, including the payment of the applicable fees, Company hereby grants Customer, solely during the term of this Agreement, a non-exclusive, non-transferable (except in accordance with Section 10 below) right to access and use the Company Content, subject to the limitations set forth herein.

    Subject to the terms and conditions of this Agreement, Company hereby grants Customer a non-exclusive, royalty-free and limited-time license to use, reproduce, display, perform and distribute the Company Content.  THIS LICENSE SHALL EXPIRE WITHIN THIRTY (30) DAYS FOLLOWING THE DATE OF SELECTION.  Following such thirty (30) day period (the “Time Period”), Customer will lose access to the Company Content and have no further ability to view it, absent agreement from the Company in its sole discretion.

    A customer’s license to use the Company Content is limited in scope.  Instead, Customer may only use, view, and distribute the Company Content to Customer’s own employees in a single facility, building, or school within the Time Period.  Customer may not share the Company Content with affiliated entities, any third party, or anyone located or operating in another facility, building, or school.  As set forth below, the limited license offered herein does not grant Customer the right to copy, reproduce, sell, distribute to third parties, upload to any file-sharing system, display publicly, or otherwise make the Company Content available to anyone who is not a party to this Agreement.

  3. OWNERSHIP
    As between the parties, and except for the licenses granted by this Agreement, Company is the sole owner of all Company Content and retains all right, title, and interest, including intellectual property rights, in and to the same.  The customer agrees and affirms that it has gained no ownership or possessory rights, whether express or implied, over or related to the Company Content except as expressly set forth herein.

    Customer agrees that the ownership and license provisions set forth in this Agreement are reasonable and appropriate both to clarify and protect Customer’s and Company’s respective ownership rights, and to diminish the risk of ownership disputes between Customer and Company’s other customers.
  1. RESTRICTIONS
    Customer agrees to abide by the restrictions of use set forth in Section 2, above.  Further, Customer shall not remove (or attempt to remove) any copyright, trademark or other intellectual property rights notice contained in or on any Company Content. Customer shall not remove (or attempt to remove) any digital watermark that may appear in any Company Content. Additionally, the Customer shall neither defeat nor circumvent (or attempt to defeat or circumvent) any digital rights management technology used by the Company.

    A user account is required to access the Company Content and may be accessed and used only by those authorized individuals who have registered. Each user will choose a unique, non-transferable password. User accounts may not be “shared” or used by more than one Customer. In the event of a breach of this restriction, Company may terminate this Agreement or require Customer to pay any additional user fees due in arrears, at Company’s discretion. 
  1. TERM AND TERMINATION
    As set forth above, the Customer’s right to use the Company Content shall be limited to a period of thirty (30) days following Customer’s selection of such Company Content.

    The definitions and rights, duties, and obligations of the parties that by their nature continue and survive shall survive any termination or expiration of this Agreement, including without limitation all of the Company’s rights, and all limitations on the Customer, set forth in any other section hereof. 
  1. PAYMENT, RENEWALS, AND TAXES
    If Customer fails to pay the applicable fees in a timely manner, Company may suspend or terminate Customer’s access to the Company Content.

    Customer is responsible for, and will indemnify and hold Company harmless from, payment of all taxes (other than taxes based on Company’s net income), fees, duties, and other governmental charges, and any related penalties and interest, arising from the payment of fees to Company under this Agreement or the delivery or license of the Company Content. Customer will make all payments to Company free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Company will be Customer’s sole responsibility, and Customer agrees to provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as Company may reasonably request, to establish that such taxes have been paid.

  2. WARRANTY
    The company represents and warrants to the Customer that for a period of thirty (30) days from Customer’s first selection of the Company Content it will be available, subject to the terms of this Agreement. In the event of a breach of this warranty, the Company will use its reasonable commercial efforts to remedy the breach or, at Company’s discretion, may refund the fees paid for access to the Company Content. Such remedies shall be the sole remedy by Customer against Company for a breach of this warranty.

    EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE COMPANY CONTENT IS PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND COMPANY HEREBY DISCLAIMS AND EXCLUDES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND SATISFACTORY QUALITY.

    Company does not warrant that the Company Content will meet Customer’s needs or requirements or be error-free or always available or available at any particular time or that any errors or defects will be corrected.
  1. LIMITATION OF LIABILITY
    IN NO EVENT WILL COMPANY BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), INDEMNIFICATION OR OTHERWISE.

    COMPANY’S LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE FEES, IF ANY, PAID OR PAYABLE BY YOU TO THE COMPANY UNDER THIS AGREEMENT RELATED TO THE COMPANY CONTENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  
  1. INDEMNITY
    Subject to Section 8, Customer shall indemnify and hold harmless Company and its officers, directors, employees and agents from and against any and all first- and third-party liabilities, costs, losses, damages, judgments, expenses (including attorneys’ fees and costs of experts and costs of appeals) arising out of or in connection with any and all of the following: (a) any violation of this Agreement by Customer, (b) or (b) any unauthorized activity relating to Customer’s account.

  2. ASSIGNMENT
    Customer may not transfer or assign Customer’s rights under this Agreement, in whole or in part, without the prior written consent of Company. Any attempted assignment in violation of the foregoing is void. Company may freely transfer or assign its rights under this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

  3. ENTIRE AGREEMENT
    This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement and such schedule.

    Any terms and conditions contained in any purchase order that are inconsistent with or in addition to the terms and conditions of this Agreement will be deemed stricken from such purchase order, unless expressly agreed to in writing by Company.

  4. GENERAL
    The laws of the State of Indiana govern all matters arising out of this Agreement, without regard to conflict of law principles. The United Nations Convention for the International Sale of Goods shall not apply. The federal and state courts located in Marion County; Indiana will have non-exclusive jurisdiction in respect of disputes arising in connection with this Agreement. If any provision of this Agreement is held invalid, that provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement will continue in full force and effect. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. This Agreement is non-exclusive, and each party will be free to enter into other similar agreements or arrangements with other third parties. Company has no liability for any failure of performance or equipment due to causes beyond its reasonable control, including the following: acts of nature, fire, flood, earthquake, tsunami, storm, or other catastrophes; any law, order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars or acts of terrorism; strikes, lock-outs, work stoppages, or other labor difficulties; or failure of the Internet or any telecommunications, hosting or service provider. This Agreement may be modified only by a written agreement that is signed by authorized representatives of both parties and identifies itself as an amendment to this Agreement. No term or provision hereof will be considered waived by a party, and no breach excused, unless the waiver or consent is in writing signed by such party. No consent by a party to, or waiver of, a breach, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such paragraph or in any way affect such section. 

 

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Signed by Cathy Tooley
Signed On: January 31, 2024


Signature Certificate
Document name: School Contract Agreement
lock iconUnique Document ID: 5dd464fdf3eff14d5ed13df7a1727e1c299ab770
Timestamp Audit
December 13, 2023 11:06 am ESTSchool Contract Agreement Uploaded by Cathy Tooley - wordpress@c2itconsulting.net IP 24.123.28.90