This Technology Program Supplement (“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
As part of the Services, Organization may be provided access to a password-protected website as described in the Order Form (“Site”). During the term of the Agreement (and subject to its terms), EAB grants Organization a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable license to access and use the Software via the Site through use of the unique user identifiers provided to Organization (“Identifiers”), solely for purposes of (a) creating and viewing analyses and reports based on the O-P Data, and (b) obtaining other information made available through the Software. Organization agrees that access to and use of the Services may require an End User to agree to terms of use provided by EAB. “End Users” are end users of the Services who are not Personnel, including, as applicable, students and prospective students of Organization.
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. 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.
c. Connectivity
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.
d. FERPA
(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.
To the extent not prohibited by law, 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 (d).
e. 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.
f. Amendment
EAB reserves the right to modify or revise this Supplement at any time and shall post such modified or revised terms at http://eab.com/terms/tech.
g. Survival
Sections (d) through (g) of this Supplement, and any provision of the Agreement that by its nature should survive, shall survive the expiration or termination of the Agreement .
Version 3 (Updated 9/21/2020)