SCHOOL LOCATION LICENSE AGREEMENT
PLEASE READ THE FOLLOWING CAREFULLY
This School Location License Agreement (“School Location EULA”) is a legal agreement between you, in your role as School Location Administrator, on behalf of the School Location and IRIS Connect, Inc., a Delaware corporation (“IRIS Connect”). This School Location EULA, in conjunction with the EULA, applies to and governs School Location’s and its End Users’ use of and access to the Platform and the System as further described herein, including their components, features and software, documentation and whether accessed via an Internet browser, smartphone, tablet or other mobile device for the purpose of conducting classroom Observations and recording such Observations.
BY ACCESSING THE PLATFORM AND/OR USING THE SYSTEM IN ANY MANNER, YOU AGREE THAT SCHOOL LOCATION SHALL BE BOUND BY THE TERMS OF THIS SCHOOL LOCATION EULA. BY ACCEPTING THIS SCHOOL LOCATION EULA, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THE SCHOOL LOCATION TO THIS AGREEMENT AND THE OBLIGATIONS SET FORTH HEREIN. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO THE TERMS OF THIS SCHOOL LOCATION EULA, DO NOT ACCESS THE PLATFORM OR ACCESS OR USE THE SYSTEM.
Modifications. IRIS Connect reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Platform or the System, or to change, modify, add, or remove portions of this School Location EULA at any time by making such modified School Location EULA available. The School Location EULA will be identified as of the most recent date of revision at the beginning of this School Location EULA and will be effective immediately upon being made available, except in the event any such modification materially alters School Location’s rights hereunder, in which case you will be asked to review the amended School Location EULA when logging into the Account, and to indicate and confirm acceptance of the amended School Location EULA by clicking the "ACCEPT” button. Continued use of the Platform or the System after modifications to the School Location EULA become effective constitutes School Location’s binding acceptance of such changes. The School Location’s sole and exclusive remedy for its dissatisfaction with the terms of this School Location EULA, or any modifications thereof, is to discontinue any use of the Platform and/or System.
Availability. IRIS Connect employs reasonable measures to try to provide access to the Platform and System 24/7. However, there will be occasions when the Platform and/or the System will be interrupted for maintenance, upgrades for emergency repairs or due to the failure of telecommunications links or equipment or other circumstances that are beyond IRIS Connect’s control. IRIS Connect will take reasonable steps when possible to minimize such disruption. From time to time, and without notice, IRIS Connect may add or delete certain features or functions from the Platform and/or the System. IRIS Connect reserves the right to suspend or discontinue (temporarily or permanently), the Platform, the System or any portion thereof. You agree that IRIS Connect shall not be liable to you, School Location, or any third party for any modification, suspension or discontinuance of the Platform, System, or any features or functions thereof.
1.1. “Account” means the name of the school (including any related institutions), and the name and password of the School Location Administrator for purposes of providing limited access to the System necessary to monitor and manage the activities of End Users at the School Location.
1.2. “End User” means any third-party person or entity to whom School Location distributes the System, subject to and in accordance with this School Location EULA and the EULA.
1.3. “Content” means all text, video, pictures, illustrations, sound recordings, or other materials, including Data, that an End User may submit, post, upload, link to, transmit to other users, or otherwise make available on or through the System.
1.4. “Data” means any information regarding any End User, including End User contact information, any usage statistics of End User, and any other personally identifiable information and any proprietary or protected End User information, including information used by End User for access to the Platform that IRIS Connect receives, processes, or has access to under the EULA including, without limitation, and any End User generated text, audio, and video-recorded Observation.
1.5. “Equipment” means the cameras and similar recording devices supplied in conjunction with the System.
1.7. “Data Processor” means IRIS Connect in its performance of hosting and data management services.
1.8. “Feedback” means any ideas, information, or feedback that School Location or its End Users may provide to IRIS Connect during the Term regarding the performance or functionality of the System and related products and services delivered in connection with the System.
1.9. “Observation” means a classroom observation, which may be recorded using the System.
1.10. “Platform” means the IRIS Connect-developed interactive website components, design, including consumer-facing and embedded content of the System which permits End Users to review, annotate, and edit video of Observations and otherwise create Data or upload Content.
1.11. “Scheduling Tool” means the System feature End Users use to schedule recordings of Observations and ensures each End User (i) has agreed to the Observation, with the option to opt out; (ii) knows when the Observation is happening; (iii) knows the purpose of the Observation; (iv) knows if a recording of the Observation will be made; (v) knows how long the recording of the Observation will be stored and who will have access to it; and (vi) has the ability to delete such End User’s Data at any time for any reason.
1.12. “School Location” shall mean the entity purchasing the license set forth in this Agreement and responsible for the proper use of such license by its School Location Administrator(s) and End Users.
1.13. “School Location Administrator” means the senior member of School Location’s staff who assumes the administrator role and responsibilities in connection with accessing and using the System, as set forth herein.
1.14. “Software” means all source code and object code operating the System including, without limitation, all modifications, enhancements and customizations and any updates and upgrades thereto.
1.15. “Subscription Fees” means the fees due in exchange for the license to access and use the System.
1.16. “System” means IRIS Connect’s proprietary system infrastructure, technical logic, system architecture, programs, technical methodology, configuration, evaluation tools and logic for instructional processes, camera system, system features and functionality, routines, subroutines, objects, files, all training materials, Equipment and related software, any content developed by IRIS Connect for use herein including all banners, control buttons or other standard, static, or interactive website features, the Software, the Platform, documentation, and materials for use in preparing for and conducting classroom Observations and recordings, and any and all modifications, enhancements and customizations thereto. Without limiting the foregoing, the trademarks, service marks, and logos displayed on the Platform and in connection with the System are trademarks of IRIS Connect.
2. LICENSE GRANT AND RESTRICTIONS
2.1. License to the Platform and Software. Subject to the terms and conditions of this School Location EULA, IRIS Connect grants to School Location a limited, worldwide, non-exclusive, revocable license during the Term to (i) access and use the Platform and Software in conjunction with the System; and (ii) subject to the terms and conditions of the EULA, provide access to the Platform through seat licenses allocated and approved for use by End Users in conjunction with each such End User’s access and use of the System. For purposes of this School Location EULA, any obligation, act and/or omission by the School Location Administrator shall be deemed an obligation, act and/or omission by the School Location and any reference herein to the School Location shall include the School Location Administrator and vice versa.
2.2. Restrictions on License.
2.2.1. IRIS Connect reserves any and all rights not expressly granted by IRIS Connect herein. Further, no license, permission or right of access or use not granted expressly herein shall be implied.
2.2.2. School Location shall not intercept information accessible through the System for any purpose. School Location shall not access the System or upload, download or use information accessible through the System, other than as permitted by this School Location EULA.
2.2.3. School Location shall not sublicense, rent, lease, loan, modify or create derivative works of, adapt, translate, perform, display, sublicense or otherwise transfer or permit any use by another of the System or use the System to benefit any third party, except as expressly provided herein.
2.2.4. School Location shall not reverse engineer, disassemble or decompile, or attempt to reverse engineer or derive source code from, all or any portion of the Software, or from any information accessible through the System, including, without limitation, data packets transmitted to and from the System over the Internet, or anything incorporated therein, or analyze, decipher, "sniff" or derive code (or attempt to do any of the foregoing) from any packet stream transmitted to or from the System, whether encrypted or not, or permit any third party to do any of the same, and School Location hereby expressly waives any legal rights it may have to do so. If the Software and/or the System contains licensed management technology, School Location may not circumvent or disable that technology.
2.3. Acceptable Use.
2.3.1. School Location may use the System for the purpose of continuing professional development and reflective practice. School Location shall require its End Users to use the Scheduling Tool to request use of the System to record Observations.
2.3.2. All individuals whose images and conversations may be captured during recording of an Observation must be made aware of any recording.
2.3.3. The System uses high quality video, audio and has PTZ (pan tilt zoom) capabilities. Therefore, School Location Administrator must notify all End Users and anyone participating in an Observation that the System has the potential to be invasive if not used appropriately. Cameras should be placed in accordance with the safety guidelines outlined in the User Guide, which is available through the Platform.
2.4. Restrictions on Use.
2.4.1. In no event will School Location use the System as a surveillance system. School Location acknowledges and agrees that the System will be used strictly as a training and professional development tool. If the sound and images recorded for such purposes are subsequently used to investigate a serious incident, School Location should seek advice to be absolutely certain that the circumstances warrant using sound and images for this new purpose.
2.4.2. School Location shall not interfere with the operation of any of the System’s authorizing tools and is responsible for revoking access to the System by any of its End Users who interfere with the operation of any of the System’s authorizing tools.
2.4.3. School Location Administrator’s use of the System is subject to the terms and conditions of the EULA.
2.4.4. IRIS Connect reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content for any reason, including in the case it suspects or believes that the Content violates any terms of the EULA. IRIS Connect also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce the EULA, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to End User support requests; or (v) protect its rights, property or safety, and that of its users and the public.
2.4.5. School Location shall restrict access and use of the System, including Data therein, to School Location’s administrators and End Users for the limited purpose set forth in this School Location EULA.
2.5. Training and Support Services. During the Term, IRIS Connect shall provide to School Location telephone on-boarding, training, and support services in accordance with such services generally made available to School Locations. Additional training and support services may be available upon request.
2.6. License to Data.
2.6.1. License to Data. School Location hereby grants to IRIS Connect a limited, worldwide, non-exclusive, perpetual (as to usage Data), royalty-free license to store, transmit, access, use, reproduce, and create derivative works of the Data in accordance with the terms and conditions of this School Location EULA.
2.6.2. Acceptable Use of Data.
a) IRIS Connect may (and School Location hereby expressly authorizes IRIS Connect to) disclose Data related to any End Users to law enforcement officers as IRIS Connect, in its sole discretion, deems necessary or appropriate to investigate or resolve possible crimes or to respond to judicial, regulatory, agency or similar inquiries.
b) IRIS Connect may monitor usage of the System to gather anonymized, statistical data and metadata that it may disclose to third parties.
c) IRIS Connect may contact End Users using the Data such End Users provided to, for example, provide technical support, respond to user inquiries, transmit questionnaires and offer products and services.
2.7. End Users’ Data Rights. School Location agrees that End Users shall have the following Data processing rights. The observed End User has the right to decide which recorded Observations to upload to the System, which recorded Observations to edit, how long each recorded Observation will be stored, when each recorded Observation will be deleted, and which other End Users will have access to each recorded Observation.
3. SCHOOL LOCATION ADMINISTRATOR MANAGEMENT OF THE SYSTEM
3.1. End User Management.
3.1.1. School Location agrees it is the data controller and is solely responsible for the creation, amendment, deletion, suspension and management of the End User accounts accessed through the School Location. School Location Administrator will have authority to issue passwords to pre-approved End Users for the purpose of accessing and using the System. If an End User is no longer associated with the School Location, School Location Administrator will have authority and is responsible for revoking such End User’s access to the System. Further, School Location agrees it is solely responsible for ensuring that only approved End Users have access to the System or any Content.
3.1.2. School Location is required to monitor the usage of the System by End Users who have obtained access to the System from the School Location Administrator and ensure that such End Users’ usage complies with the EULA. School Location Administrator must suspend or terminate access to the System if School Location Administrator detects or reasonably believes an End User is misusing the System or for an End User’s failure to comply with the EULA. Further, School Location agrees to report misuse or inappropriate use, including any inappropriate Content, immediately to IRIS Connect. School Location must implement a process with its End Users to ensure that prior to the commencement of recording of an Observation, End Users verbally inform all relevant parties that the camera is in use and that the Observation is being recorded for training and professional development purposes. Further, School Location must ensure that all observed parties are empowered and have the knowledge to turn off the camera at any time during the recording of an Observation.
3.2. Compliance with Laws.
3.2.1. School Location shall ensure that use of the System by its End Users for professional development purposes does not violate any applicable federal, state, or local laws to which School Location and End Users are subject.
3.2.2. School Location is responsible for obtaining any required releases, consents, waivers or other legal permissions from all relevant parties to a recorded Observation. If Observations are likely to involve minors, School Location will provide parents and guardians with the option to exclude their child(ren) from any activities involving the recording of an Observation(s) and honor such exclusion requests.
3.2.3. School Location agrees that it will not, directly or indirectly, ship, transfer, transmit, export or re-export, or knowingly permit any of the foregoing with respect to the Platform or the System, or any technical information about the System, to any country for which the United States Export Administration Act, any regulation thereunder, or any similar United States law or regulation, requires an export license or other United States Government approval, unless the appropriate export license or approval has been obtained.
3.3. Management and Security of Data.
3.3.1. School Location will be solely responsible for the management and monitoring of the group library feature of the System for the School Location. End Users will be able to flag contents of the group library at any time and the School Location Administrator will have the ability to review and delete flagged recorded Observations or other Content.
3.3.2. School Location will be solely responsible for the security of its End Users’ Data.
3.3.3. School Location hereby designates IRIS Connect as School Location’s nominated Data Processor for the purposes of managing the overall data management architecture and the storage of offsite data on IRIS Connect’s secure server.
4. FEES AND TERMS OF PAYMENT
School Location agrees to pay all applicable Subscription Fees associated with use of, or access to, the System by School Location and its End Users with such payment to be occur in a separate transaction between IRIS Connect and the School Location.
5.1. System. As between IRIS Connect and School Location, IRIS Connect is the sole and exclusive owner of all right, title, and interest in and to the System (excluding the Equipment), including all intellectual property therein. Further, IRIS Connect has the sole and exclusive right to enforce any intellectual property rights in and to the System. IRIS Connect shall own all right, title, and interest in and to any enhancements, modifications and/or customizations of the System. School Location acknowledges and agrees that the licenses granted to School Location herein do not transfer any right, title, or interest in or to the System by virtue of such licenses to School Location and, further, that this School Location EULA and any licenses granted hereunder do not and will not transfer of any right, title or interest in or to the System to any third party pursuant to any School Location contractual arrangement or funding source(s). This section shall survive expiration or termination of this Agreement.
5.2. Data. As between IRIS Connect and School Location, School Location is the sole and exclusive owner of all right, title, and interest in any and all Data including any and all intellectual property rights therein, all of which are hereby expressly reserved. Observations and some Data contain personally identifiable information, which School Location acknowledges and agrees may be subject to certain laws, rules, or regulations that prohibit disclosure without the consent of the subject, or permit disclosure, but only under certain circumstances. Notwithstanding the foregoing, School Location may be required to release footage contained in a recorded Observation for certain purposes, such as crime prevention or the investigation of a serious incident. If the School Location discloses recorded Observations and/or Data, in whole or in part, School Location shall be solely responsible for any consequences of such disclosure.
5.3. Equipment. As between IRIS Connect and School Location, School Location is the owner of any and all Equipment, including cameras used for recording of Observations and is solely responsible for the Equipment and any maintenance, repair, and support thereof.
5.4. Feedback. School Location is under no obligation to give IRIS Connect any Feedback relating to the Platform and/or the System. To the extent IRIS Connect receives any Feedback from School Location, IRIS Connect may use and include any such Feedback to improve the Platform and/or the System or for any other purpose. Accordingly, if School Location provides Feedback, School Location agrees that IRIS Connect shall own all such Feedback and IRIS Connect and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Platform and/or the System or other related technologies, and School Location hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to IRIS Connect.
6. TERM AND TERMINATION
6.1. Term. The terms of this School Location EULA shall be effective for so long as School Location accesses or uses the System (“Term”).
6.2. Termination of School Location EULA by School Location. School Location may terminate this School Location EULA at any time, by providing notice to IRIS Connect. Such termination shall become effective 30 days after IRIS Connect’s receipt of such notice to allow time for School Location to download any recorded Observation it chooses to retain.
6.3. Termination of School Location EULA by IRIS Connect for Breach. IRIS Connect may terminate this School Location EULA or suspend access to the Account immediately if:
6.3.1. School Location Administrator or anyone using any of School Location’s Account materially breaches this School Location EULA, makes any unauthorized use of the System, or infringes the rights of IRIS Connect or any third party; or
6.3.2. IRIS Connect becomes aware of activities under the Account that are deemed, at IRIS Connect's sole discretion, inappropriate or in violation of the EULA. Termination or suspension shall be effective upon notice transmitted via electronic mail, or any other means available.
6.4. Effect of Termination or Suspension.
6.4.1. Upon termination of the School Location EULA, School Location’s license and all of its End Users’ licenses to the System and all rights associated therein shall terminate, neither School Location nor any of its End Users will have access to the System, and School Location’s Account will be closed. Upon termination, School Location must discontinue its use of the Software and may not access the System, any closed Account, or any attributes of the Account. End Users whose access was granted through School Location’s closed Account may not access the System in any manner or for any reason, including through any other Account, without the express written permission of IRIS Connect.
6.4.2. IRIS Connect reserves the right to terminate any Accounts that share the name, phone number, email address, or internet protocol address with a closed Account. Termination by IRIS Connect under this section shall be without prejudice to or waiver of any and all of IRIS Connect's other rights or remedies, all of which are expressly reserved, survive termination, and are cumulative.
6.4.3. In the event IRIS Connect suspends access to the Account, IRIS Connect will notify School Location of the reason for the suspension. School Location shall have 30 days to remedy the matter stated in the notice as the cause of the suspension to IRIS Connect’s satisfaction. IRIS Connect, in its sole discretion, may reinstate access to the System; however, any Account suspended for 30 days shall automatically terminate and thereby terminate this School Location EULA.
6.5. Survival. The parties respective rights and obligations under Sections 1, 5, 6.5, 7.2, 8, 9, 10.1, 10.2, 10.3, 10.6, 10.8, and 10.9 of this School Location EULA, together with all other provisions that may reasonably be construed to survive, will survive termination of this School Location EULA.
6.6. Termination of the System by IRIS Connect. IRIS Connect does not guarantee that it will continue to offer access to the System or support the System. IRIS Connect may cease to provide any or all of the services offered in connection with the System (including access to the System and any or all features or components of the System), terminate this School Location EULA, close all Accounts, and cancel all of the rights granted under this School Location EULA. IRIS Connect may communicate such termination to School Location upon 30 days’ notice in any of the following manners: (i) when School Location Administrator logs into the Account; (ii) in a notice on IRIS Connect's website; (iii) via electronic mail; or (iv) in another manner that IRIS Connect deems suitable to inform School Location of the termination.
7. WARRANTIES AND DISCLAIMERS
7.1. School Location Warranties. School Location hereby represents and warrants that all School Location Administrators and End Users using the System: (i) will comply with the terms and conditions of the EULA while accessing or using the System; (ii) will not post or upload any Content that infringes any copyright, trademark, patent, or other intellectual property right held by any third party; and (iii) will not use the System in a manner that violates applicable law.
7.2. Disclaimer. THE PLATFORM, SOFTWARE, SYSTEM, AND ALL THE COMPONENTS THEREOF ARE PROVIDED BY IRIS CONNECT “AS IS” AND “AS AVAILABLE.” IRIS CONNECT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, IRIS CONNECT MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, SOFTWARE, SYSTEM, ANY OF THE COMPONENTS THEREOF, OR THIRD-PARTY GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE OR HARDWARE), OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET SCHOOL LOCATION'S OR OTHER PERSONS' REQUIREMENTS OR EXPECTATIONS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE, HARDWARE, SYSTEM, OR NETWORK), OR BE SECURE, ACCURATE, COMPLETE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. ALL OPEN-SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN SCHOOL LOCATION AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN-SOURCE COMPONENTS AND THIRD-PARTY MATERIALS.
8.1. Indemnification Obligations. School Location shall indemnify, defend, and hold harmless IRIS Connect and its affiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, successors, and assigns (“Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees, (“Losses”) arising out of or relating to any claim, suit, action or proceeding (“Claim”) by a third party to the extent that such Losses arise out of or relate to any allegation involving School Location, its School Location Administrators, its End Users, or any other party accessing the Account (each a “School Location Party”) (i) of abuse, misapplication, misuse, or more culpable act or omission (including recklessness, wilful misconduct, or criminal or inappropriate activity) by or on behalf of a School Location Party with respect to the System, or any component thereof; (ii) of disclosure of Data to any third party for any reason; (iii) of infringement of a third party’s copyright, trademark or other intellectual property rights with respect to any Content; (iv) of or relating to facts that, if true, would constitute a breach by School Location Party of any representation, warranty, covenant, or obligation under this School Location EULA or the EULA; or (v) of a violation of any law by any School Location Party.
8.2. Indemnification Procedure. IRIS Connect shall promptly notify School Location in writing of any Claim for which IRIS Connect believes it is entitled to be indemnified, and IRIS Connect will provide assistance as School Location may reasonably request in defense of such Claim. School Location shall be responsible for all costs and expenses associated with its indemnification obligations. School Location will not have any right to settle any such Claim without IRIS Connect’s written consent if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of IRIS Connect or otherwise requires IRIS Connect to take or refrain from taking any material action (such as the payment of fees). IRIS Connect’s failure to promptly notify School Location of such Claim will not relieve School Location of its indemnification obligations hereunder, except to the extent School Location is prejudiced by the delay.
9. LIMITATION OF LIABILITY
9.1. Exclusion of Damages. In no event shall IRIS Connect, or any of its affiliates, licensors, service providers, or suppliers be liable to School Location, School Location Administrator, End User, or to any third party for any special, indirect, incidental, consequential, punitive or exemplary damages (including without limitation, lost profits, lost Data, or breach of Data), arising out of or in connection with the Account, the System, Platform, Software, Content, or any other services or materials provided in connection therewith, whether based on warranty, contract, tort or any other legal theory, and whether or not IRIS Connect is advised of the possibility of such damages, and even if any stated remedy fails of its essential purpose.
9.2. Cap on Monetary Liability. IRIS Connect’s maximum liability for any and all Claims arising out of or in connection with the Account, System, Content, this School Location EULA, and any other services or materials provided in connection therewith, shall not exceed an amount equal to the value of the Subscription Fees allocated to the remainder of the Term at the time the basis for the Claim occurred.
10.1. Governing Law; Venue. This School Location EULA and any dispute or Claim arising out of or related to this School Location EULA, its subject matter, or its formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware without reference to its choice of law rules. This School Location EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The state or federal courts located in Kent County, Delaware will have exclusive jurisdiction over any suit in connection with the Account, the System and this School Location EULA, and both parties hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts.
10.2. Notice. School Location shall provide all notices to IRIS Connect required or permitted by this School Location EULA by electronic mail at support@IRISconnect.co.uk, unless otherwise stated in this School Location EULA.
10.3. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this School Location EULA shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
10.4. Assignment. Except as otherwise provided herein, you may not assign or transfer this School Location EULA or your rights there under, and any attempt to do so is void.
10.5. Audit Rights. IRIS Connect hereby reserves the right to inspect and audit School Location’s and its End Users’ use of the System under this School Location EULA at any time during the Term. School Location shall make available all such books, records, equipment, information and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of IRIS Connect with respect to such audit. IRIS Connect shall only examine information directly related to a School Location Party’s use of the System through the Account. If the audit determines that School Location's use of the System exceeded the usage permitted by this School Location EULA, School Location shall pay to IRIS Connect all amounts due for such excess use of the System. School Location shall make all payments required under this provision within 30 days of the date of written notification of the audit results.
10.6. Attorneys’ Fees and Costs. In any action, suit or other proceeding to enforce any right or remedy under this School Location EULA or to interpret any provision of this School Location EULA, the prevailing party will be entitled to recover its costs and expenses (including, without limitation, expert witness and reasonable attorneys' fees) reasonably incurred in connection with such action, suit, or other proceeding or any appeal thereof.
10.7. Severability. If any provision of this School Location EULA is held by any court of competent jurisdiction to be invalid, illegal or unenforceable under applicable law, such provision will be deemed reformed or omitted to the extent determined by such court (i.e., with the objective of preserving the intent of such provision to the extent permitted by applicable law). In any event, the remainder of this School Location EULA will remain valid and enforceable.
10.8. Entire Agreement. This School Location EULA, as may be amended from time to time, sets forth the entire agreement, and supersedes any and all prior and contemporaneous oral or written communications, understandings and agreements, with regard to the subject of this School Location EULA.
By registering for the Platform or using the System, you are agreeing that you have read and understood the School Location EULA, and are capable of binding to a legal contract