1.0 GENERAL

The following terms and conditions (“Terms and Conditions”) provide for terms that are common to the Main SaaS Agreement (the “Agreement”), including all Schedules, if any, and Service Level Agreement (SLA). In the event of a conflict between these Terms and Conditions, any Schedule, or any SLA , these Terms and Conditions will control, unless the Schedule or SLA expressly states that the Schedule or SLA shall supersede the applicable provision of these Terms and Conditions. In the event of a conflict between any Schedule and any SLA, the Schedule will control, unless the SLA expressly states that the SLA shall supersede the applicable provision of the Schedule.

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2.0 DEFINITIONS

In this agreement;

(a) “Active User” Means an End User that accesses the Software Services and accesses any component of the SkoolSpot platform during an applicable billing period (described in Section 3.8), regardless of the number of accesses during such billing period, the number of courses accessed during such billing period, or whether or not such End User completes the online tasks or learning.

(b) "Company Software" means the software and any other Materials owned or used by Company to access the Software Services.

(c) "Derivative Works" means any suggestions, contributions, enhancements, improvements, additions, modifications, or Derivative Works to the referenced software or other Materials.

(d) "SkoolSpot Server" means the hardware platform or network system owned or operated by, or on behalf of, SkoolSpot where the SkoolSpot Software resides and is accessed by SkoolSpot customers via an internet connection to the server using an approved Web browser.

(e) “SkoolSpot Software” means the Internet-based SkoolSpot Software products and related Services provided by SkoolSpot, that are more particularly described on an SLW and that are accessible to Company and its End Users via a Web browser through the Internet for their use of the Software Services.

(f) "Documentation" means the user documentation and any other operating, training, and reference content relating to the use of the Services, as supplied by SkoolSpot to Company, as well as any Derivative Works thereof.

(g) “SkoolSpot Platform” means the online platform provided by SkoolSpot as part of the Services.

(h) “End User” means all of Customer’s employees and individual third parties who are authorized by Customer to use the Software Services and have been provided login credentials for the same.

(i) “Intellectual Property Rights” means any and all of the following arising pursuant to the Laws of any jurisdiction throughout the world: (i) trademarks, trade names, and similar indicia of source or origin, all registrations and applications for registration thereof, and the goodwill connected with the use of and symbolized by the foregoing; (ii) copyrights and all registrations and applications for registration thereof; (iii) trade secrets and know-how; (iv) patents and patent applications; (v) internet domain name registrations; and (vi) other intellectual property and related proprietary rights.

(j) “Marks” means service marks, trademarks, trade names, logos, and any modifications to the foregoing. 

(k) "Materials" means data, materials, pictures, documentation, audio, video, artistic works, writings, and other works of authorship.

(l) "Services" means all services provided by SkoolSpot under this Agreement including the Software Services, Additional Services, Support Services, and Professional Services.

(m)  “SkoolSpot Check Services” means  the Company’s multi-jurisdictional background checking service referencing data from sources including government agencies and manual checks, and “SkoolSpot Check Services Information” means any and all information derived from use. This definition includes any and each of the following and information derived from any and each of the following:

1. Identity, education and qualification checks; 

2. Employment history checks 

3. Criminal and global sanctions checks 

4. Social media and press checks.

(n) “SkoolSpot Attract” means careers websites that are designed, hosted, and managed by SkoolSpot and the website content management system provided to the company.

(o) “SkoolSpot Recruit” means the recruitment and applicant tracking system provided to the company.

(p) “SkoolSpot Onboard” means the staff management system that supports document collection, training delivery, communications, records management, and reporting functionality.

(q) “SkoolSpot Retain” means the staff management system that supports professional growth planning, development, and appraisal.

3.0 SERVICES

3.1 General. 

All Services will be provided to Company according to these Terms and Conditions and one or more Schedules and SLAs pertaining to one or more of the following modules;

(a) "SkoolSpot Attract" supports sustainable recruitment practices through careers websites that enhance employer visibility. Customizable career sites and an easy-to-use content management system help schools boost direct applicant traffic, foster school brand alignment, and reduce reliance on external agencies to lowering hiring costs.

(b) "SkoolSpot Recruit" is a recruitment management platform that optimizes the hiring process and enhances team collaboration in international schools. It provides a centralized system for tracking all applicants and job postings, facilitating streamlined recruitment workflows. “SkoolSpot Recruit” supports customizable application processes, integrates seamless interview scheduling, and simplifies offer management with secure e-signatures.

(c) "SkoolSpot Check" is an integrated module to facilitate efficient background and reference checks, social media checks, and education and credential verification. “SkoolSpot Check” can enhance risk management by helping schools meet international safety, compliance, and accreditation standards.

(d) ”SkoolSpot Onboard" elevates the onboarding and staff management process for international schools by streamlining administrative tasks and enhancing the new hire and current staff experience. Beyond simplifying document tracking and task assignments, this module enables schools to easily create and deliver tailored training programs to staff. By ensuring new and current staff receive essential training alongside compliance and procedural orientations, "SkoolSpot Onboard" supports ensuring that staff are fully prepared and compliant throughout the year.

(d) "SkoolSpot Retain" is designed to support schools in fostering staff retention and professional growth. Features and workflows for planning, goal setting, professional development requests, training delivery, self-reflection, appraisal/observation, provision of feedback, and portfolio management help schools to create an environment that encourages continuous growth.

3.2 Software Services

SkoolSpot will provide Company, End Users and any other users authorized by the Company in accordance with the relevant SLA (if any) with remote access to the applicable SkoolSpot Software (“Software Services”) that are set forth in one or more SLAs. Certain Software Services, and related browser and operating system compatibility, are more specifically described in Schedule A.

During the Term and subject to Company’s compliance with this Agreement, SkoolSpot grants Company the worldwide, non-exclusive, non-transferable, non-assignable, and limited right and license to allow End Users to remotely access the SkoolSpot Software in accordance with the terms of this Agreement. Use of the Software Services may be further limited by the terms and conditions contained in any applicable Schedule or SLA.

3.3 Restrictions on Use

The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (iii) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation.

3.4 Support Services

If purchased by Company, SkoolSpot will provide customer care and Support Services to Company as set forth in an SLA and as further described in Schedule A (“Support Services”). Other than Support Services, Professional Services (as defined in Section 3.8), and other services specifically contracted for by Company, SkoolSpot will have no obligation to provide customer support services to Company under the Agreement.

3.5 Maintenance

Company acknowledges that certain maintenance activities regarding the Services may be necessary or appropriate from time to time, including bug fixes, software updates, feature updates, and the addition of new applications and new modules. In most instances, the SkoolSpot infrastructure is designed to support updates by the SkoolSpot engineering and support teams without the need to interrupt the Software Services.

Where such maintenance activities are not reasonably anticipated to materially impact Company’s use of the Service, SkoolSpot will have no obligation to provide notice to Company regarding such maintenance activities, although SkoolSpot generally does so, in the ordinary course, at least [72] hours in advance of the same. SkoolSpot will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours.

3.6 Additional Services

Through the Services, Company may have the ability to purchase: (i) online courses; (ii) customized educational products; and (iii) additional modules (collectively, the “Additional Services”). The delivery of and fees for the Additional Services will be as set forth in the applicable SLA(s). Company must have an active subscription to the Software Services in SLA to access the Additional Services.

3.7 Third-Party Content and Technology. 

(a) As provided herein, certain portions of the Services and certain Materials, including background checks, certain online courses and educational products, may be provided or owned by third parties (“Third-Party Content”). Company understands that unless explicitly stated SkoolSpot is not a publisher of any Third-Party Content accessed through the Services and, unless the same is required by SkoolSpot for usage in connection with the Services, is not responsible for the content, accuracy, timeliness or delivery of any opinions, advice, statements, messages, services, graphics, data or any other information provided to or by third parties as accessible through the Services. Company further acknowledges and agrees that, unless the same is required by SkoolSpot for usage in connection with the Services, it is solely responsible for accessing, entering into and complying with any terms and conditions governing such Third-Party Content. 

(b) In connection with delivery of the Services, SkoolSpot may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of SkoolSpot. SkoolSpot has no responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials. Company acknowledges and agrees that SkoolSpot does not develop and does not control any third-party provider or Third- Party Content accessed in such a manner, and the availability of the same should not be considered an endorsement of such sites or any Materials, products or information offered on such sites, unless SkoolSpot has expressly endorsed the same.

Further, the ability to import any such Third-Party Content and Technology into the Software Services does not guarantee that the same will function error free or for Company’s intended purposes, and no representations or warranties regarding the same are made by SkoolSpot. Company acknowledges and agrees that SkoolSpot does not develop and does not control any Materials, services, or products (including software) that Company or any End User uploads into the Software Services and accesses, downloads, receives or purchases through or relating to Third-Party Content while using the Services.

(c) SkoolSpot may, but does not have any obligation to, block information, transmissions or access to certain information, services, products or domains—including Third-Party Content—if the same is deemed reasonably necessary to protect the Services, SkoolSpot’s network, the public or SkoolSpot’s customers or users.

3.8 Professional Services. 

SkoolSpot will provide the consulting, implementation, training, integration, enhancement, configuration and other services that are identified on any SLA (collectively, “Professional Services”). If Company requests, SkoolSpot may provide additional Professional Services to Company pursuant to the terms of one or more written Service Level Agreement (each a “SLA”), which will either be attached to and become part of the Agreement or incorporated into an SLA as part of the Agreement.

Each SLA will include (i) a description of the Professional Services; (ii) the then estimated completion dates; (iii) the fees, costs, and expenses payable to SkoolSpot; (iv) the payment schedule; and (v) a signature by Company and SkoolSpot’s respective authorized representatives.

In the event that SkoolSpot and Company agree that SkoolSpot will provide certain Professional Services on-site, Company will provide to SkoolSpot copies of all applicable onsite safety policies and procedures, which will be acknowledged by SkoolSpot in writing, prior to the commencement of any onsite Professional Services, and SkoolSpot will agree to abide by the same. Company will provide to SkoolSpot’s assigned representative written confirmation of receipt and acceptance of the Professional Services rendered upon completion of the project in accordance with the applicable SLA.

Upon completion of the project in accordance with the applicable SLA, all Professional Services will be deemed delivered, and SkoolSpot will not be obligated to deliver further services. In the event that any payment by Company to SkoolSpot is more than thirty (30) days past due (and not in reasonable dispute) in connection with Professional Services, SkoolSpot will have the option to cease providing any and all Services under the relevant SLA until such past due payment is received. SkoolSpot warrants that the Professional Services provided hereunder will be performed in a professional manner and in accordance with generally accepted industry practices.

4.0 OWNERSHIP RIGHTS.

4.1 For SkoolSpot. 

All title, ownership rights, and Intellectual Property Rights in and to the SkoolSpot Software, Additional Services, Professional Services, and all SkoolSpot Marks (and all Derivative Works and copies thereof) are and will remain owned by SkoolSpot. Company acknowledges that the SkoolSpot Software in source code form remains Proprietary Information of SkoolSpot and that the source code is not licensed to Company by this Agreement or any Schedule or SLA and will not be provided by SkoolSpot.

4.2 For Company.

All title, ownership rights, and Intellectual Property in Materials that Company owns, and that Company uploads to SkoolSpot Software, will remain owned by Company as detailed in SkoolSpot privacy policy: https://www.skoolspot.com/privacy-policy

5.0 FEES AND PAYMENT TERMS.

5.1 Fees. 

Fees payable under this Agreement and any Service Level Agreement (SLA) or Schedule shall be in the amounts and payable on the terms set forth on the applicable Schedule or SLA and as otherwise set forth in Section 5.2 below. Except as otherwise may be set forth in an SLA or Schedule, all payments for fees shall be due 30 days from receipt by Company of an invoice for same.

After the Initial Term, and at the beginning of each Renewal Term thereafter, the fees for such upcoming Renewal Term shall be revised to reflect SkoolSpot’s then-current fees for the applicable Services. All fees paid, and expenses reimbursed under this Agreement will be in United States Dollars (USD).

5.2 Active Users: 

Unless otherwise set forth in an SLA, the fees for accessing the Software Services and any online courses are determined based on the number of Active Users and Active Campuses in any billing period; and Active User and Active Campus limitations may vary across multiple Service modules and offerings of SkoolSpot, if applicable.

Unless otherwise set forth in an SLA, the billing periods for measuring Active Users will be annual beginning on the:

- Effective Date: date of the signed Service Level Agreement (SLA) and,

- Renewal Date: each anniversary of the Effective Date thereafter, continuing through the end of the Initial Term or Renewal Term, as applicable.

Fees for additional Active Users or Active Campuses in excess of the authorized number of Active Users set forth in the SLA in each billing period (each, an “Extra User”) will be invoiced to Company in arrears in the amount specified in the SLA. SkoolSpot reserves the right, by notice and use of appropriate and reasonable measures, to audit the number of Active Users during any active billing period, to determine Company’s compliance with Active User or Active Campus limitations, across one or more modules or offerings and Company will provide all reasonable assistance to SkoolSpot in any exercise of such rights.

5.3 Expenses. 

For any Professional Services provided by SkoolSpot, Company shall reimburse SkoolSpot for actual, reasonable travel, living, and other incidental expenses incurred; provided, however, that all such reimbursements shall be made only in accordance with Company’s then existing applicable policies (if any) which shall be provided to SkoolSpot by Company in advance. Any expenses for Professional Services shall be identified in a mutually agreed upon SLA by SkoolSpot and Company.

5.4 Late Fees. 

If SkoolSpot has not received payment within [30 days] after the due date (and such payment is not the subject of dispute between the parties), and without prejudice to any other rights and remedies of SkoolSpot: (i) SkoolSpot may, without liability to Company, disable the Customer's password, account and access to all or part of the Services and SkoolSpot shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (ii) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over LIBOR from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

5.5 Taxes. 

The fees and expenses due to SkoolSpot as set forth in this Agreement shall be paid free and clear of any deduction or withholding on account of taxes. Company shall be responsible for all sales, use, value-added, ad valorem or other taxes (including fees, tariffs, levies, duties or charges in the nature of a tax) imposed by any governmental entity upon the sale, use or receipt of the Software Services (other than taxes based solely on SkoolSpot’s income). If and when SkoolSpot has the legal obligation to collect such taxes, SkoolSpot will invoice Company the amount of such taxes, and Company will pay such amount unless Company provides SkoolSpot with a valid tax exemption certificate authorized by the appropriate taxing authority. Company will provide SkoolSpot with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by SkoolSpot to establish that such taxes have been paid. The parties shall reasonably cooperate to more accurately determine each party’s tax liability and to minimize such liability to the extent legally permissible. For tax purposes, Company represents and warrants to SkoolSpot that the Software Services will be considered by the party’s as delivered in the locations specified in the SLA, or Company’s principal business address, if not otherwise specified in the SLA.

5.6 No Deductions or Setoffs. 

All amounts payable to SkoolSpot under this Agreement shall be paid by Company in full, and without any setoff, recoupment, counterclaim, deduction, debit or withholding, for any reason (other than any deduction or withholding of tax, as may be required by applicable law).

6.0 COMPANY OBLIGATIONS.

6.1 Technical Requirements. 

In accordance with the requirements set forth on Schedule A, Company must have required equipment, software, and Internet access to be able to use the Software Services. Acquiring, installing, maintaining and operating equipment, any Company Software, and Internet access is solely Company’s responsibility, except as otherwise expressly provided in an SLA. SkoolSpot neither represents nor warrants that the SkoolSpot Software will be accessible through all web browser releases or all versions of tablets, smartphones, or other computing devices, except as expressly set forth on Schedule A.

6.2 Use of Platform and Services. 

Company shall not and shall not knowingly permit others in using the SkoolSpot Platform or Software Services to:

(i) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others or SkoolSpot;

(ii) publish, ship, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, false, fraudulent, tortious, indecent, unlawful, immoral or otherwise objectionable material or information (including any unsolicited commercial communications);

(iii) publish, ship, distribute or disseminate material or information that encourages conduct that constitutes a criminal offense;

(iv) misrepresent or in any other way falsely identify Company’s identity or affiliation, including through impersonation or altering any technical information in communications using the Software Services;

(v) knowingly transmit or upload any material through the Software Services containing viruses, Trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing SkoolSpot’s, or any other person’s or entity’s, network, computer system, or other equipment;

(vi) interfere with or disrupt the Software Services, networks or servers connected to the SkoolSpot systems or violate the regulations, policies or procedures of such networks or servers, including unlawful or unauthorized altering of any of the information submitted through the Software Services;

(vii) attempt to gain unauthorized access to the Software Services, other SkoolSpot customers’ computer systems or networks using the Software Services through any means;

(viii) copy, modify or create derivative works or improvements of the Services or SkoolSpot Software;

(ix) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or SkoolSpot Software, in whole or in part;

(x) bypass or breach any security device or protection used by the Services or SkoolSpot Software or access or use the Services or SkoolSpot Software other than through the use of then valid access credentials;

(xi) remove, delete, alter or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other Intellectual Property Rights notices from any Services or SkoolSpot Software;

(xii) access or use the Services or SkoolSpot Software for purposes of competitive analysis of the Services or SkoolSpot Software, the development, provision or use of a competing software service or product or any other purpose that is to SkoolSpot’s detriment or commercial disadvantage; or

(xiii) interfere with another party’s use of the Software Services. SkoolSpot has no obligation to monitor Company’s use of the SkoolSpot Software and Software Services; however, SkoolSpot reserves the right, at all times, to monitor such use, and to review, retain and disclose any information as necessary to ensure compliance with the terms of this Agreement, and to satisfy or cooperate with any applicable law, regulation, legal process or governmental request.

6.3 Account Activation. 

SkoolSpot will provide Company with a SkoolSpot account in SLA to use the Services. Company and End Users are fully responsible for all activities performed on or through their account. Company agrees that Company and each End User will:

(a) provide true, accurate, current and complete information as prompted by the registration form,

(b) maintain and promptly update the Registration Data to ensure the information is always true, accurate, current and complete,

(c) immediately inform SkoolSpot of any unauthorized use of an account or any other breach of security, and

(d) exit from the account at the end of each work session.

SkoolSpot undertakes no obligation to verify the data provided by Company or its End Users. However, if SkoolSpot finds or suspects that the provided information is untrue, inaccurate, not current or incomplete, SkoolSpot may suspend or terminate Company’s or and End User’s account and refuse any and all current or future use of the Services (or any part of them).

6.4 User Access Confidentiality. 

Each End User that uses the Software Services is required to verify via two-factor authentication and/or choose a password upon registration. Company will cause such End Users to maintain the confidentiality of their login credentials. Company will also be assigned a login credentials for access to and use of the Software Services. Company acknowledges that once the initial login credential provided to the Company is changed, SkoolSpot does not retain the technical ability to retrieve passwords or login credentials. Company is fully responsible for all activities that occur using Company and End User login credentials and access. Company acknowledges and agrees that SkoolSpot shall not be liable for any loss that Company or any End User may incur as a result of someone else using a password that has been assigned to or obtained by Company or its End Users, either with or without the knowledge of Company or the applicable End User; nor shall SkoolSpot be liable or responsible for any unauthorized access or misuse of the Software Services by Company or any of its End Users.

6.5 End Users. 

In relation to the End Users, Company undertakes that:

(i) it will not allow or suffer any User Subscription to be used by more than one individual End User unless it has been reassigned in its entirety to another individual End User, in which case the prior End User shall no longer have any right to access or use the Services and/or Documentation;

(ii) it shall maintain a written, up to date list of current End Users and provide such list to SkoolSpot within [5] Business Days of SkoolSpot’s written request at any time or times;

(iii) it shall permit SkoolSpot to audit the Services in SLA to establish the name and password of each End User. Such audit may be conducted no more than once per quarter, at SkoolSpot’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with Company’s normal conduct of business; (iv) if any audits reveal that any password has been provided to any individual who is not an authorized End User, then without prejudice to SkoolSpot’s other rights, Company shall promptly disable such passwords and SkoolSpot shall not issue any new passwords to any such individual; and

(v) if any audits reveal that Company has underpaid Fees to SkoolSpot, then without prejudice to the SkoolSpot’s other rights, Company shall pay to SkoolSpot an amount equal to such underpayment within [10] Business Days of the date of the relevant audit.

6.6 Compliance with Law. 

Company will notify SkoolSpot immediately of any unauthorized use of the Software Services or any other breach of security that is known or suspected by Company, provided Company is legally able to give such notice. SkoolSpot may suspend the Services in the event of a violation of Sections 6.2, or 6.3, until such violation ceases and SkoolSpot receives reasonable assurances that such violations will not continue. If SkoolSpot believes, in its sole discretion, that the software, computing equipment or network systems owned or controlled by SkoolSpot (collectively, “SkoolSpot Systems”) are being currently used for criminal activity, in a manner that violates the legal rights of SkoolSpot, SkoolSpot’s customers (including the Company), any user or other third party, or is experiencing an actual data loss or data misappropriation, or that the continued operation of the SkoolSpot Systems places the SkoolSpot Systems in potential danger of data loss, data breach, or catastrophic failure, then such suspension may occur prior to the giving of such notice to Company.

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7.0 NON-DISCLOSURE AND CONFIDENTIALITY.

7.1 Disclosure. 

Each party may disclose to the other party certain Trade Secrets and Confidential Information of such party or of such party’s associated companies, distributors, licensors, suppliers, or customers. For purposes of this Agreement, “Trade Secrets” means information that is a trade secret under law; “Confidential Information” means information, other than Trade Secrets, that is of value to its owner and is treated as confidential; “Proprietary Information” means Trade Secrets and Confidential Information; the “Disclosing Party” refers to the party disclosing Proprietary Information hereunder, whether such disclosure is directly from Disclosing Party or through Disclosing Party’s employees or agents; and “Recipient” refers to the party receiving any Proprietary Information hereunder, whether such disclosure is received directly or through Recipient’s employees or agents.

7.2 Requirement of Confidentiality. 

Recipient agrees to hold the Proprietary Information disclosed by Disclosing Party in confidence and not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information disclosed by Disclosing Party to any third party, or utilize the Proprietary Information disclosed by Disclosing Party for any purpose whatsoever other than as expressly contemplated by this Agreement.

Company acknowledges that the SkoolSpot Software and Documentation are the Proprietary Information of SkoolSpot. With regard to the Trade Secrets, the obligations in this Section 7.2 shall continue for so long as such Information constitutes a trade secret under applicable law. With regard to the Confidential Information, the obligations in this Section 7.2 shall continue for the term of this Agreement and for a period of three (3) years thereafter.

The foregoing obligations shall not apply if and to the extent that:

(i) Recipient establishes that the information communicated was publicly known at the time of Recipient's receipt or has become publicly known other than by a breach of this Agreement;

(ii) prior to disclosure hereunder was already in the Recipient’s possession without restriction as evidenced by appropriate documentation;

(iii) subsequent to disclosure hereunder is obtained by the Recipient on a non-confidential basis from a third party who has the right to disclose such information; or

(iv) was developed by the Recipient without any use of any of the Confidential Information as evidenced by appropriate documentation.

Notwithstanding anything to the contrary herein, if Recipient is ordered by an administrative agency or other governmental body of competent jurisdiction to disclose the Proprietary Information, then Recipient may disclose the requested Proprietary Information; provided however, that, Recipient shall first notify Disclosing Party prior to disclosure, if allowed by law, in order to give Disclosing Party a reasonable opportunity to seek an appropriate protective order or waive compliance with the terms of this Agreement and shall disclose only that part of the Proprietary Information which Recipient is required to disclose.

7.3 Return of Materials. 

Upon the request of the Disclosing Party, Recipient shall promptly destroy or deliver to the Disclosing Party its Proprietary Information and any notes, extracts or other reproductions in whole or in part relating thereto, without retaining any copy thereof. Notwithstanding the foregoing, Recipient shall be permitted to retain such copies of Proprietary Information as necessary for legal or recordkeeping purposes, including such copies as are embedded in the automated backup of electronic data processing systems.

7.4 Data Use. 

Company agrees that data derived by SkoolSpot from SkoolSpot’s performance of the Services or input by Company may be used for the purposes of analysis, including statistical analysis, trend analysis, creation of data models, and creation of statistical rules, except that such analysis shall be performed solely by SkoolSpot and such analysis shall be performed only in conjunction with data derived by SkoolSpot from SkoolSpot’s performance of services for other customers, input by other SkoolSpot customers or obtained from party data sources.

The results of such analysis (“De-identified Data”) may be used by SkoolSpot for any lawful purpose, including determining future hardware and communications needs for SkoolSpot systems and determining trends associated with use, operation, and efficacy. Notwithstanding anything contained in this Agreement to the contrary, De-identified Data shall not contain

(i) any Proprietary Information of Company,

(ii) any information that identifies or can be reasonably used to identify an individual person,

(iii) any information that identifies or can be reasonably used to identify Company or its affiliates, suppliers, or End Users, or

(iv) any information that identifies or can be reasonably used to identify any activities or behaviors of Company. Except as otherwise provided herein, SkoolSpot shall only use Company’s Proprietary Information to the extent required for the proper delivery of the Services, including as necessary or appropriate to prevent technical problems (e.g., to resolve issues related to technical support).

7.5 Protection of Company’s Proprietary Information

SkoolSpot agrees to use commercially reasonable efforts in accordance with industry best practices to implement administrative, physical and technical safeguards necessary to ensure the security, confidentiality and integrity of Company Proprietary Information, as more specifically set forth in Schedule A.

8.0 LIMITED WARRANTY

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. SkoolSpot warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this agreement.

9.0 SKOOLSPOT’S OBLIGATIONS/LIABILITY

9.1 SkoolSpot’s Obligations

All Professional Services provided by SkoolSpot under this Agreement shall be provided with reasonable skill and care.

This undertaking shall not apply to the extent of any nonconformance which is caused by use of the Services contrary to SkoolSpot’s instructions, or modification or alteration of the Services by any party other than SkoolSpot or SkoolSpot’s duly authorized contractors or agents.

If the Services do not conform with the foregoing undertaking, SkoolSpot will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide Company with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Company’s sole and exclusive remedy for any breach of the undertaking in this Section 9.

Notwithstanding the foregoing, SkoolSpot

(i) does not warrant that Company’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by Company through the Services will meet the Customer's requirements; and

(ii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Company acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. This agreement shall not prevent SkoolSpot from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

9.2 Limitation of Liability. 

Except as expressly and specifically provided in this agreement:

(i) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. SkoolSpot shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to SkoolSpot by the Customer in connection with the Services, or any actions taken by SkoolSpot at the Customer's direction;

(ii) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

(iii) the Services and the Documentation are provided to the Customer on an "as is" basis. Nothing in this agreement excludes the liability of SkoolSpot: for death or personal injury caused by SkoolSpot’s negligence for fraud or fraudulent misrepresentation. SkoolSpot shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement.

9.3 Limitation of Remedy. 

In no event will SkoolSpot, its affiliates, licensors or suppliers, or any of their officers, directors, employees, shareholders, agents or representatives be liable to Company, or any other person or entity for any indirect, special, incidental, exemplary or consequential damages or loss of goodwill in any way relating to this Agreement or resulting from the use of or inability to use the deliverables or the performance or non-performance of any Services, including the failure of essential purpose, even if such party has been notified of the possibility or likelihood of such damages occurring, and whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise.

9.4 Maximum Liability. 

In no event shall SkoolSpot’s liability for any damages to Company or to any other person or entity regardless of the form of action, whether based on contract, tort, negligence, strict liability, products liability or otherwise, exceed the pro-rata portion of fees received by SkoolSpot from Company during the one(1) month period immediately preceding the events giving rise to such action.

10. REPRESENTATIONS AND WARRANTIES

Of SkoolSpot. SkoolSpot hereby represents and warrants as follows:

1. that it has all necessary rights and powers to enter into and perform its obligations under this Agreement and each SLA;

2. that the execution, delivery and performance by SkoolSpot of this Agreement and each SLA has been duly authorized by all necessary corporate action on the part of SkoolSpot;

3. that this Agreement and each SLA constitutes a legal, valid and binding obligation of SkoolSpot, enforceable against SkoolSpot in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;

4. that all Services will be completed in a professional manner conforming to generally accepted practices in its industry, and that SkoolSpot has and shall have, during the Term of this Agreement and each SLA, the technology, personnel and systems necessary to perform its obligations under this Agreement, including support and maintenance of the Platform and adherence to the applicable service levels set out in each SOW and/or SLA;

5. that the provision of the Services, and its development of any Course Content IP and the Platform will not infringe any third party Intellectual Property Rights and that SkoolSpot owns or will own or otherwise have sufficient rights in each Platform;

6. that the execution and delivery of this Agreement and each SLA by SkoolSpot and the fulfilment by SkoolSpot of its obligations herein and under each SLA will not contravene or violate or result in a breach or a default under or give rise to a right of termination, amendment or cancellation or the acceleration of any obligations of SkoolSpot under any applicable law; any judgment, order, writ, injunction or decree of any regulatory authority having jurisdiction over SkoolSpot; the articles, by-laws or any resolutions of the board of directors or shareholders of SkoolSpot; or the provisions of any other contract or agreement to which SkoolSpot is a party or by which it is bound.

7. Hosting / Bandwidth / Storage Obligations - SkoolSpot will provide and will be responsible for creating and maintaining the hosting, bandwidth and storage obligations as set out within the agreement and/or SLA. If the Company exceeds the limits defined in the SLA  and/or agreement, SkoolSpot shall not be held liable for any performance related issues which arise from use outside of these limits and may, at its discretion, charge for any excess use of these obligations.

8. Backup Process of SkoolSpot Software - SkoolSpot will back-up or cause back-ups of Data.

Of Company. Company hereby represents and warrants as follows:

1. that it has all necessary rights and powers to enter into and perform its obligations under this Agreement and each SLA;

2. that the execution, delivery and performance by Company of this Agreement and each SLA has been duly authorized by all necessary action on the part of Company;

3. that this Agreement and each SLA constitutes a legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;

4. that the execution and delivery of this Agreement and each SLA by Company and the fulfilment by Company of its obligations will not contravene or violate or result in a breach or a default under or give rise to a right of termination, amendment or cancellation or the acceleration of any obligations of Company under any applicable law; any judgment, order, writ, injunction or decree of any regulatory authority having jurisdiction over Company; the articles, by-laws or any resolutions of the board of directors of Company; or the provisions of any other contract or agreement to which Company is a party or by which it is bound.

5. with respect to any materials provided by it, which comprise any portion of the Platform Content IP, that:

6. it, through its employees or consultant, is the sole author of such materials;

7. except for materials of others for which Company has obtained or will obtain any necessary permission, such material is original and does not violate or infringe upon the Intellectual Property Rights of any third party; 

8. no such material that is libelous or contains any material that violates any right of privacy or any personal right of any kind of any person or entity and that all statements contained therein purporting to be facts are true or based on careful research for accuracy;

9. no such material that would violate any contract to which Company is a party, express or implied, or that would disclose any information given to Company on the understanding that it is confidential and/or would not be published or disclosed; and

10. no method or instruction contained in such materials is injurious to the user or others.

11. the Data and the SkoolSpot Check Services Information provided by either the End User or the Company to SkoolSpot will only be used for hiring purposes and as provided for in these Terms and under no circumstances will be used (including but not limited to being republished or distributed in whole or in part) by the Company in any other way or for any other purpose. In that event of a breach of this clause, the Company will to the maximum extent permitted by the law indemnify both SkoolSpot and its licensors for any loss and damage including but not limited to legal costs and disbursements calculated on a solicitor-company basis;

12. irrespective of its use of the SkoolSpot Check Services, it shall conduct its own due diligence in relation to the End User and there is no guarantee the End User will be suitable for the Position or for the Company or that a End User will accept any offer from the Company or if the End User does accept an offer, the End User will go through with the offer or enter into a contract with the Company.

13. while it uses its best endeavours to provide accurate information, SkoolSpot is not responsible for the accuracy of any and all SkoolSpot Check Services and Information. The Company acknowledges that this is because certain types of background checks can involve information which can significantly and adversely change on a daily basis.

14. Search Engine Optimization - The Company acknowledges the following: (a) SkoolSpot cannot guarantee any particular search engine ranking or placement; (b) submission to the majority of search engines and directories does not guarantee entry; (c) SkoolSpot cannot be held responsible for any loss (financial or otherwise) to the Companyʼs business due to an unexpected drop in search engine rankings; (d) the Company authorizes SkoolSpot to modify the code of the Companyʼs web pages at SkoolSpot s discretion including but not limited to keyword density, page titles, meta descriptions and other elements as it relates to increasing search engine rankings; (e) should the Company make changes to any site content that SkoolSpot has optimized, the Company understands that these changes may have an adverse effect on search engine rankings; (f) search engine directory submissions are carried out one time only per engine unless otherwise stated. SEO services are typically billed on a monthly, quarterly or annual subscription basis.

11.0 INDEMNIFICATION

1. Company shall indemnify and hold harmless SkoolSpot and its directors, officers, employees and agents from and against all third party claims, and all losses, costs, damages, liabilities, fines, penalties, settlements, judgements, and expenses, including reasonable legal expenses (collectively “Damages”), which may be brought against, suffered, sustained or incurred by SkoolSpot, for any of the following:

2. negligent acts or omissions of Company or its personnel or those for whom it is responsible in law;

3. any breach of its representations or warranties set forth in Section 10; and 

4. infringement of Intellectual Property Rights relating to any materials provided by it which then comprise any Course Content IP.

5. SkoolSpot shall indemnify and hold harmless Company and its directors, officers, employees and agents from and against all third party claims and Damages, which may be brought against, suffered, sustained or incurred by Company, for any of the following:

6. negligent acts or omissions of SkoolSpot or its personnel or those for whom it is responsible in law; and

7. any breach of its representations or warranties set forth in Section 10; and

8. the infringement of Intellectual Property Rights relating to, but only to the extent of its development of the Course Content IP.

9. If a Platform or any Course Content IP becomes or is likely to become the subject of a claim or action for intellectual property infringement, in addition to its indemnification obligations in Section 11(b), SkoolSpot shall also modify such Platform or Course Content IP, as necessary and to the extent it is independently able without securing any license or rights from any third party, so as to alleviate such infringement in SLA that it can continue to be used or operated without infringement.

10. Notwithstanding paragraphs 11(a) and 11(b), but subject to paragraph 12(e), except in instances of intentional misconduct and gross negligence neither Company nor SkoolSpot will be liable to the other for any Damages exceeding monies earned by each party pursuant to this Agreement or for any special, indirect, incidental, liquidated, consequential, punitive or extraordinary Damages.

11. Nothing in this Agreement limits or excludes the liability of a Party for:

12. death or personal injury; or

13. any Damages incurred as a result of willful or intentional misconduct, fraud or fraudulent misrepresentation; or

14. any Damages incurred as a result of gross negligence; or

15. any Damages incurred as a result of the infringement of any third party Intellectual Property Rights or breach of its obligations of confidentiality.

12.0 TERM AND TERMINATION.

12.1 Initial Term. 

This Agreement shall commence on the Effective Date indicated on the first signed SLA (the “First SLA”) between Company and SkoolSpot. This Agreement shall continue through the Initial Term indicated on the First SLA and through any Renewal Terms indicated on the First SLA or amendments to the First SLA , or any successive SLA (each, an “SLA”) executed between Company and SkoolSpot. Unless earlier terminated as provided herein, this Agreement shall continue in full force and effect until the termination or expiration of the Initial Term or last Renewal Term in effect (the “Agreement Term”).

12.2 Termination.

Without prejudice to any other remedies and in addition to any other termination rights herein, the parties shall have the right to terminate this Agreement as provided below: 

(a) By either party if the other party commits a material breach of this Agreement and such breach remains uncured 30 days after written notice of such breach is delivered to such other party; 

(b) by either Party immediately:

(i) upon the gross negligence or willful misconduct of the other Party, or

(ii) if the other Party has made a general assignment for the benefit of its creditors or a proposal or arrangement under the Bankruptcy and Insolvency Act (Canada) (or any similar legislation in any other applicable jurisdiction to which a party is subject), or a petition is filed against the other Party under such legislation, which petition is not removed within 30 days or if the other Party shall be declared or adjudicated bankrupt or if a liquidator, trustee in bankruptcy, custodian, receiver, manager, or any other officer with similar power shall be appointed of or for the other Party or if the other Party shall commit an act of bankruptcy or shall propose a compromise or arrangement or institute proceedings to be adjudged bankrupt or insolvent or consents to the initiatives on of such appointment or proceedings or admits in writing its inability to pay debts generally as they become due.

(c) By SkoolSpot if any amounts owed remain unpaid for more than fifteen (15) days following written notice of such unpaid amounts being delivered to Company. 

(d) By SkoolSpot immediately in the event of any verbal or written abuse (including threats of abuse or retribution) by any Company End User, employee, officer, agent, or representative directed toward any SkoolSpot customer, employee, or officer.

12.3 Effect.

Upon termination of this Agreement for any reason, all rights and licenses granted by SkoolSpot hereunder to Company will immediately cease.

12.4 Survival.

Termination of this Agreement or any SLA will not affect the provisions regarding SkoolSpot’s or Company’s treatment of Confidential Information and Trade Secrets, provisions relating to the payments of amounts due, indemnification provisions, representation and warranties provisions, and provisions limiting or disclaiming SkoolSpot’s liability, which will survive such termination.

13.0 GENERAL

13.1 Governing Law

The Agreement (together with the SLA, Schedules, if any, and these General Terms and Conditions) shall be governed by and construed in accordance with the laws of the Province of Ontario and Canada and shall be treated in all respects, as an Ontario contract.

13.2 Dispute Resolution

The Parties shall make every reasonable effort to resolve any dispute relating to this Agreement, including any SLA; provided, however, that all matters in dispute between the Parties in relation to this Agreement or any SLA, which cannot be so rectified by and between the Parties, shall be referred to arbitration before a single arbitrator, if the Parties agree upon one, and otherwise to three arbitrators, one to be appointed by each Party and a third to be chosen by the first two arbitrators and named before commencement of arbitration. Either Party may initiate arbitration within a reasonable time after any dispute hereunder has arisen without resolution by and between the Parties by delivering a written demand for arbitration upon the other Party. A dispute or controversy submitted to arbitration will not be made the subject matter of any action in any court by any Party. The decision of the arbitrator or arbitrators, as the case may be, shall be final and binding on the Parties and not subject to appeal or judicial review by either Party (except as to questions of law) and such decision will be conclusively deemed to determine the interpretation of this Agreement and the rights and liabilities of the Parties in respect of the matter arbitrated. After completion of the arbitration, an action may be initiated by the Parties only for the purpose of enforcing the decision of the arbitrator. Any arbitration shall be conducted in accordance with the Arbitration Act, 1991 (Ontario) and shall take place in Toronto, Ontario.

13.3 Communications

(a) Any notice, request, demand, consent or other communication required or permitted to be given hereunder by a party to the other will be in writing and will be deemed validly given if personally delivered or if mailed by registered mail, postage prepaid, or transmitted by e-mail addressed to the receiving Party at its address as follows:

i. In the case of SkoolSpot, to: 

SkoolSpot 

818 The Queensway

Suite 114

Toronto, ON

M8Z1N5
Canada

Attention: Ash Pugh

ash@skoolspot.com 

13.4 Assignment. 

Company may not assign its rights and duties under this Agreement without the prior written consent of SkoolSpot. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

13.5 Severability. 

In case any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

13.6 Entire Agreement. 

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto.

13.7 Modifications. 

Company agrees that SkoolSpot may modify these Terms and Conditions from time to time, and that the Company’s rights under the Agreement are conditioned on an ongoing basis with Company’s compliance with the then-current version of the Terms and Conditions. SkoolSpot will notify Company of any material revisions or modifications to the Terms and Conditions in accordance with Section 13.3. By continuing to use the Services following receipt of such notice, Company consents to the revised or modified Terms and Conditions. 

13.8 No Waiver. 

No delay or omission by either Party hereto to exercise any right or power occurring upon any noncompliance or default by the other Party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. The terms and conditions of this Agreement may be waived or amended only in writing and only by the Party that is entitled to the benefits of the term(s) or condition(s) being waived or amended. A waiver by either of the Parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained (whether or not the provision is similar). Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity, or otherwise.

14.0 SECURITY.

14.1 SkoolSpot Security Measures

SkoolSpot will maintain security measures and technical administrative procedures designed to protect and help prevent loss, misuse, and unauthorized access, disclosure, alteration, or destruction of Customer Data. Security measures in place include regular security testing and audits on our information security infrastructure, employee training, confidentiality agreements and strict access controls incorporating the principles of least privilege and separation of duties. You can learn more about our security practices at https://skoolspot.com/security .

14.2 Two-Factor Authentication

SkoolSpot supports log-in using two-factor authentication (“2FA”), which is known to materially reduce the risk of unauthorized use of or access to the Service. SkoolSpot recommends that all users use 2FA for their use of SkoolSpot. Notwithstanding anything to the contrary in these Terms, we will not be responsible for any damages, losses, or liability to you or anyone else if such damages, losses, or liability would have been prevented by the use of 2FA.

Schedule A

Service Description; Support Services; Security

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1. SERVICE DESCRIPTION.

SkoolSpot Platform

The SkoolSpot Platform is a cloud-based platform provided by SkoolSpot. The SkoolSpot Platform requires a modern web browser that supports cookies and JavaScript. The SkoolSpot Platform supports modern browsers including Firefox, IE 9+, Chrome, Safari, and Opera. SkoolSpot is also compatible by all browsers used by latest mobile devices (ie; iOS and Android).

SkoolSpot reserves the right to terminate the Agreement in the event that Company is not able to meet the technical requirements described in this Schedule A and that may be updated by SkoolSpot, in its sole discretion, from time to time.

2. SUPPORT SERVICES.

SkoolSpot shall provide to Company Support Services. The details related to Support Services are set forth below:

SUPPORT

● “Taking Charge” means reporting the Incident to SkoolSpot point of contact (POC).
● “Incident” means a Serious Incident or a Standard Incident (as defined below).
● “First Response - Via Email Follow Up” means the first interaction with Company over email. Prior to such contact, SkoolSpot will attempt to diagnose the problem and resolve the Incident.
● “ETA” means the estimated time for resolution of the problem. Company will be updated if ETA materially changes.
● “Fixed” means the problem has been resolved in SkoolSpot’s reasonable discretion and Company has been informed about the resolution of the problem.

● “Serious Incident” means a serious problem on production environments that involves all users. Severe degradation of performance that involves all users. 

● “Standard Incident” means bugs that do not impact all users or requests for clarification.

• Taking Charge: within 2 business days

• First Response – Via email

• 9AM - 6PM EST Mon / Fri

EST indicates Eastern Standard or Eastern Daylight Savings time (Toronto, Canada).

Support standard process description
SkoolSpot support is provided through the following general process;

1. Company (or Company’s point of contact) sends a request to the SkoolSpot POC via email.
2. The request is handled as follows: incident registration and task prioritization.
3. First dedicated interaction for diagnosis and identification of the reported issue within 2 business days.
4. ETA notification to the Company, and update about any ETA changes.
5. The Company is informed about the successful resolution of the problem (this message closes the support process).

Company’s General Responsibilities.

Company will be responsible for:

(a) reporting errors promptly;

(b) providing sufficient information for SkoolSpot to duplicate the error, assess the situation, and undertake any needed or appropriate corrective action;

(c) otherwise following instructions or suggestions from SkoolSpot regarding use, maintenance, upgrades, repairs, workarounds, or other related matters; and

(d) designating two (2) members of its staff to serve as Company’s system administrators to contact SkoolSpot with support issues.

SkoolSpot’s successful response and provision of Support Services is subject to Company’s assistance and compliance, including

(i) at SkoolSpot’s reasonable request, Company will provide SkoolSpot with reasonable access to Company’s personnel and equipment during normal business hours to discuss and assess any problems or requests for assistance; and

(ii) Company will document and promptly report to SkoolSpot all errors or malfunctions of the Software Services. It is Company’s responsibility to carry out procedures necessary at Company's facilities for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from SkoolSpot.

3. UPTIME AVAILABILITY

The Subscription Service will be generally available 99.9% of the time, except as provided below. Service unavailability will not be assessed due to:

i) a failure of Customer to correctly configure the Service in accordance with SkoolSpot’s policies or instructions;

(ii) the unavailability of a specific web page or

(iii) unavailability of one or more specific features, functions while other key features remain available.

“Excused Outages” include:

1. Planned downtime. Planned downtimes are downtimes that are scheduled during “Maintenance Windows” agreed upon by SkoolSpot and any third-party software providers.

2. Emergency downtime. With respect to emergency downtime, SkoolSpot shall provide the Customer with as much notice as practical under the circumstances and strives for a minimum of 72 hours or more of advance notice. 

3. Any unavailability caused by circumstances beyond SkoolSpot’s reasonable control, including, without limitation, acts of God, acts of government, flood, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving SkoolSpot’s employees), computer or telecommunications failures or delays involving hardware or software not within SkoolSpot’s possession or reasonable control, and network intrusions or denial of service attacks.

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Updated March 29, 2024