This Technology Program Supplement, applicable to any Technology Program, supplements and amends the Master Agreement as set forth herein. Capitalized terms not otherwise defined herein will have the meanings given to them in the Master Agreement.
a. Site and Software; License
For purposes of these Supplemental Terms, “Software” is any software to which Organization is provided access as part of the Services, including software provided by a third party, and is included in the defined term Services. EAB and its suppliers and licensors reserve the right to update or enhance the Software at any time. EAB may require Organization to agree to additional legal terms and conditions required by third parties who provide portions of the Services before accessing or using such Services.
b. Organization-Provided Data
Organization shall provide or make available to EAB the data as required pursuant to the Order Form. Organization acknowledges and agrees that EAB exercises no control whatsoever over the content of such data or other content or information that Organization or an End User so supplies to be used in connection with the Services (such data or other content or information, collectively, “Organization-Provided Data” or “O-P Data”). Organization shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all O-P Data, and EAB does not assume responsibility for unintended, objectionable, inaccurate, misleading, or unlawful O-P Data. EAB makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of such O-P Data or any products or services referenced thereby. Unless otherwise specifically set forth in the Order Form or required in order to provide the Services, Organization acknowledges and agrees that EAB will have no obligation to archive or back up O-P Data, nor will EAB have any liability for any loss or corruption of O-P Data, nor will EAB have any obligation under the Agreement to retain any O-P Data, after the expiration or termination of the term of the Agreement.
c. Authorized Users
Organization shall only allow its employees, authorized Personnel, End Users and other individuals or entities authorized by EAB in the Order Form to access and use the Software as “Authorized Users,” solely in accordance with the terms of the Agreement. Organization shall ensure that the number of Authorized Users accessing and using the Software shall not exceed the number specified in the Order Form, and shall be solely responsible for ensuring that Authorized Users only access the portions of the Site that they are legally permitted to access. Organization shall, and shall ensure that its Authorized Users shall, solely use the Services for the benefit of the Organization site(s) specified in the Order Form (each, an “Organization Site”) and solely for Organization’s own internal operations. Organization shall not, and shall ensure its Authorized Users do not, (a) use the Services in any manner or for any purpose that violates any law or regulation, or any right of any person, including, without limitation, intellectual property rights, (b) modify, alter, reverse engineer, decompile, or disassemble the Software or otherwise attempt to obtain or perceive the source code from which the Software is compiled or interpreted, and Organization acknowledges that nothing in the Agreement will be construed to grant Organization any right to obtain or use such code, (c) use the Services to transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs, (d) interfere with or disrupt the integrity or performance of the Services or the data contained therein, (e) attempt to gain unauthorized access to the Services, computer systems or networks related to the Services, or (f) interfere with another user’s use and enjoyment of EAB’s Services and Software. Organization is responsible for any breach of its obligations, representations and warranties within the Agreement by any Authorized User, any other of its Personnel, or any other person within its control or to whom it grants access. For purposes of these Supplemental Terms, “Personnel” means a party’s officers, directors, trustees and employees.
Organization is solely responsible, at its own cost and expense, for acquiring, installing and maintaining all connectivity and other equipment, hardware, software, and bandwidth as may be necessary for it and its Authorized Users to connect to and use the Site and Software.
(a) Subject to subsection (b), and to the extent that EAB receives from Organization or otherwise has access to, on behalf of Organization, personally identifiable information from a student education record (collectively, “Student Records”), EAB agrees to maintain such Student Records in accordance with the requirements of the Family Educational Rights and Privacy Act, 20 USC § 1232g, and its implementing regulations, 34 CFR pt. 99, as each may be amended from time to time (collectively “FERPA”). (b) Organization agrees (i) that EAB is performing for the Organization an institutional service or function for which the Organization would otherwise use its employees, (ii) that the Organization will retain control over all education records provided to EAB, and (iii) that the Organization is responsible for complying with FERPA, including with respect to the annual notification requirement (34 C.F.R. § 99.7) and with respect to providing Student Records to EAB.
Organization will indemnify, defend and hold harmless EAB and its Personnel from any and all third party claims, liabilities, and expenses arising from Organization’s breach of its obligations under this Section (e).
f. Limitations on Liability
EAB will not be liable in respect of the following: (a) any decisions made by Organization as a result of the performance of the Services (including the Software) or as a result of any transactions made using the Software by any person using one of the Identifiers, or in reliance upon any of the Materials, or (b) Organization’s misuse of the Services, Materials or other data provided to Organization in connection with the Services.
EAB represents and warrants that it will provide the Services in a professional and workmanlike manner. Organization represents and warrants that (a) its signatory is authorized to enter into this Agreement on behalf of Organization, (b) (i) its provision of O-P Data and (ii) its and its Authorized Users’ receipt of and access to the Services (including the Software and O-P Data and other data and information made available through the Software) will not violate any of its obligations to third parties or violate any applicable laws, (c) it shall comply with the Children’s Online Privacy Protection Act (COPPA) and shall not provide O-P Data to EAB collected by the Organization in violation of COPPA, and (d) it has obtained all necessary third party consents and authorizations to provide the O-P Data and for such O-P Data to be used in the manner contemplated by the Agreement, including consents or authorizations pursuant to FERPA.
EAB reserves the right to modify or revise these Terms at any time and shall post such modified or revised Terms at http://eab.com/terms/tech.
Sections (e) through (i) of these Supplemental Terms, and any provision of the Agreement that by its nature should survive, shall survive the expiration or termination of the Agreement.
Version 1 (Updated 8/26/2019)