Service Agreement by and between Carpooltoschool, LLC and "Customer”
For good consideration, Carpooltoschool, LLC (CarpooltoSchool) and Customer agree to establish a working agreement on the following terms. Customer agrees to be “School Sponsor” for CarpooltoSchool site.
Effective Date: June 2016
2. Term and Conditions:
a. Auto-renewal (evergreen) contracts with 30-day notification required at least thirty (30) days prior to the end of the then current term.
b. Fees are based on a 12 month agreement –a subscription for year payout (12month).
c. The term of this Agreement ("Term") shall commence on the effective Date and shall continue in effect for an initial term of the greater of twelve (12) months or the subscription term set forth in the Service Agreement.
d. Cancellation fee is 100% of the value of the remaining contract period.
3. Subscription Fees:
a. CarpooltoSchool subscription fees are due as set forth in the Service Agreement within seven (7) days after receiving an invoice for such payment. Thereafter, Customer shall pay CarpooltoSchool yearly at the U.S. dollar prices for the Services and related items as set forth in the service agreement; such payment to be due on the renewal date the following year. Payments to be paid upon signature of Service Agreement.
b. Invoices may be sent by CarpooltoSchool via email to the email address provided by Customer, and, for purposes of this Agreement, such invoice shall be as effective as if it had been delivered by first-class mail. Invoicing Cycles are approximately (12month) one year cycle invoice are paid in full upon signature of Service Agreement.
c. Annual billing as shown at the top of this page, as determined by the subscription level you have chosen will be charged to the credit card provided. CarpooltoSchool is regularly looking for opportunity to create value for schools and parents and reserves the right to increase the annual subscription.
d. A one-time setup fee is required to set up the Customer site on CarpooltoSchool. This fee is to be paid in full upon signature of Service Agreement.
4. Permission to Use School Name for Marketing:
CarpooltoSchool would like permission to use Customer logo subject to the following terms:
a. The Customer owns and retains full rights and permissions to its logo.
b. The Customer logo will be used in marketing website, Facebook and Twitter pages of CarpooltoSchool and could be displayed periodically on its website.
c. CarpooltoSchool will obtain the Customer’s permission before using any new presentation of the trademark.
d. Customer may request in writing to see marketing materials, print or digital, to monitor and have quality control of its logo and CarpooltoSchool’s adherence to the Customer’s quality standards.
e. The Customer may choose to rescind this permission in writing at any time and for any reason.
This agreement may be earlier terminated upon:
a. At the end of the Initial Term (12months), and thereafter at the end of each renewal term, this Agreement will automatically be renewed for additional terms, each equivalent in length to the Initial Term, unless either party gives written notice of its intent not to renew at least thirty (30) days prior to the end of the then current term.
b. This Agreement may be terminated: (1) as specifically set forth herein; or (2) immediately by either party if the other party breaches a material provision of this Agreement and fails to cure the breach within fifteen (15) days after written notification thereof.
c. CarpooltoSchool may change or discontinue the Services and/or the terms and conditions under which the Services are offered at any time upon providing thirty (30) days advance written notice; provided, however, that if such changes are unacceptable to Customer then Customer may terminate this Agreement effective on the date the unacceptable changes were to be effective; provided further that Customer's use of the Services after the effective date of a change will be deemed irrevocable acceptance of the change by Customer. "In the event that CarpooltoSchool changes or discontinues Service and/or the terms and conditions under which services are offered, and Customer terminates this Agreement as a result, Customer's one-year subscription fee shall be prorated to the date of termination.
d. In the event of a termination as provided for herein, Customer's access to the Services will end and CarpooltoSchool will not be responsible in any fashion for transition services or Customer's access to alternative services.
a. This Agreement shall be construed and interpreted in accordance with the laws of the State of Maryland without regard to its conflict of laws principles.
b. Carpooltoschool, LLC shall be permitted to transfer or assign this Agreement, including all rights therein, to any parent, subsidiary or affiliated company, or to a person or entity into which it has merged or which is a successor-in-interest to all or part of the business of CarpooltoSchool, LLC by merger, reorganization, asset purchase or otherwise, Customer may not assign this Agreement without the express written permission of CarpooltoSchool, LLC and any such attempted assignment shall be null and void.
c. If any provision of this Agreement is invalid or unenforceable under applicable law, such provision will be modified or eliminated to the minimum extent necessary and the remainder of the provision, as well as the other provisions will continue in full force and effect.
d. Failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
e. Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, acts of terrorism or other unanticipated occurrences or problems, and governmental requirements ("Force Majeure Events").
f. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
g. In the event of any dispute under this agreement, it shall be resolved through binding arbitration in accordance with the rules of American Arbitration Association.
h. This constitutes the entire agreement between parties. Any modification must be in writing.
6. Site Administration:
a. Each School Sponsor will designate an administrator and a secondary point of contact to manage its school’s domain.
b. The administrator will provide the information necessary to set up and maintain the school’s domain. This includes files and other pertinent information for set up or maintenance.
c. The School Sponsor agrees that CarpooltoSchool will take direction only from the administrator or a secondary point of contact to ensure stability of the site and good experience for parent users.
d. The School Sponsor will notify CarpooltoSchool of staff changes that affect the site’s administration.
e. The School Sponsor will only use approved CarpooltoSchool images when referencing on the site. CarpooltoSchool will provide those images and update them when necessary.