By signing up you agree to the following Legal Terms and Conditions
API License Agreement
IMPORTANT – Read carefully before submitting your Order
for SchoolDigger APIs or API Keys. You may not access or use the APIs to which
this API License Agreement applies unless you agree to all of the terms and
conditions of this API License Agreement.
This API License Agreement (this “Agreement”) is a
legal agreement between the entity by whom you are employed, or whom you
represent (“Developer”), and Claarware LLC, d/b/a SchoolDigger.com (“SchoolDigger”),
regarding the use of the SchoolDigger APIs identified in an “Order”
(defined below) to this Agreement.
For purposes of this Agreement, the following capitalized
words and phrases are ascribed the following meanings:
“API Key” means a unique string identifying an SchoolDigger
API user (e.g., you) that is passed to SchoolDigger in an SchoolDigger API request.
“Developer Application” means
any client of a SchoolDigger API, including a web site, mobile application or
“Developer” “you” and “your” mean the name of
the individual who completed and submitted an Order for API Keys, together with
any company or other entity such individual is acting on behalf of.
“Developer Site” means the web site(s)
indicated in your Order under “URL of Site.”
“Documentation” means the SchoolDigger API user
manuals and other SchoolDigger API documentation, including additional, updated
or revised documentation, if any, supplied to Developer by SchoolDigger.
“End Users” means the individuals who view
and/or use your Developer Application.
“Intellectual Property Rights” means all trade
secrets, patents and patent applications, trade marks (whether registered or
unregistered and including any goodwill acquired in such trade marks), service
marks, trade names, copyrights, moral rights, database rights, design rights,
rights in know-how, rights in confidential information, rights in inventions
(whether patentable or not), rights in data, and all other intellectual
property and proprietary rights (whether registered or unregistered, any
application for the foregoing, and all rights to enforce the foregoing), and
all other equivalent or similar rights which may subsist anywhere in the world.
“License” means a license to access and use a
SchoolDigger API to the extent and within the scope of the applicable Order,
the Scope Limitations and this Agreement.
“License Term” means the term of each License, as
specified in Section 11 of this Agreement and the applicable Order.
“Order” means a completed version of SchoolDigger’s
order form for a SchoolDigger API that has been processed and accepted by SchoolDigger.
Each Order will specify: (i) a description of the SchoolDigger API to be
licensed, (ii) a description of the SchoolDigger API to be accessed, (iii) the
Scope Limitations applicable to the License of the SchoolDigger API, and (iv)
the License Term and, (v) the fees to be paid to SchoolDigger for each SchoolDigger
API. Each Order is incorporated into this Agreement upon its acceptance by
“Scope Limitations” means the license metrics and
other scope limitations applicable to Developer’s license rights to access and
use the SchoolDigger APIs, as specified in the applicable Order.
“SchoolDigger API” means a set of
JSON/HTTP(s)-based services providing programmatic access to certain databases created,
operated, maintained and updated by SchoolDigger and provided or made available
“SchoolDigger Databases” means the databases,
data and other content and materials made available by SchoolDigger through the
“SchoolDigger Marks” means SchoolDigger’
trademarks, trade names, service marks and logos.
“SchoolDigger Materials” mean the SchoolDigger
API, SchoolDigger Marks, SchoolDigger Databases and the Documentation.
“SchoolDigger Web Site” means the web site
located at http://www.SchoolDigger.com.
The following words will be interpreted as designated: (i)
“or” connotes any combination of all or any of the items listed; (ii) where
“including” is used to refer to an example or begins a list of items, such
example or items will not be exclusive; (iii) “specified” requires that an
express statement is contained in the relevant document; and (iv) “will” is an
expression of command, not merely an expression of future intent or
to SchoolDigger APIs.
2.1. Access. To
access the SchoolDigger APIs, you must complete the Order for API Keys.
2.2. Changes. SchoolDigger
reserves the right to change the contents of the SchoolDigger APIs and
SchoolDigger Databases, including categories of data, from time to time in its
sole discretion without notice to you. SchoolDigger also reserves the right to
modify the functionality of any SchoolDigger API at any time.
and Ownership Rights.
3.1. License. Subject
to the terms and conditions of this Agreement, including the Scope Limitations,
and conditioned on SchoolDigger’ acceptance of your Order, SchoolDigger hereby grants
you a limited, non-exclusive, non-transferable license during the License Term,
without right to sublicense, to access and use the SchoolDigger Materials,
solely via the SchoolDigger APIs, solely in conjunction with the Developer
Application, and solely in connection with the exercise of your rights under
this Agreement (the “License”). The provisions of this Agreement will be
applicable to all updates, revisions or substitutions of the SchoolDigger API,
and any copies of the SchoolDigger API made by or for you. All rights not
expressly granted to you are reserved by SchoolDigger. Without limiting the
foregoing, SchoolDigger grants no rights to display any SchoolDigger Database,
but only to access and use the SchoolDigger APIs, in conjunction with the Developer
Application, to return results from the SchoolDigger Databases.
Proprietary Rights. As between SchoolDigger and Developer, SchoolDigger
will be the sole owner of all Intellectual Property Rights in or to the
SchoolDigger Materials, and any derivative works of or improvements or
enhancements to any of the foregoing created or conceived by or on behalf of
SchoolDigger, or other than in accordance with this Agreement. Developer
acknowledges and agrees that (i) SchoolDigger has selected, coordinated and
arranged each SchoolDigger API such that it constitutes an original work
protected under U.S. and other copyright laws, (ii) the SchoolDigger APIs and
the Documentation are protected by copyright, (iii) the SchoolDigger Materials
and all technical data and information associated therewith constitute trade
secrets and are the valuable property of SchoolDigger and its licensors, and
(iv) the SchoolDigger Materials are protected by trademark laws. Developer will
not remove, obscure or alter any notice of copyright, patent, trade secret,
trademark or other proprietary right or disclaimer appearing in or on any
on Reverse Engineering, Etc. Developer represents and covenants that it
will not: (i) except to the extent (if any) permitted by applicable law,
reverse engineer any SchoolDigger Materials; (ii) use any SchoolDigger Materials
to associate, or attempt to associate any data with any individual person;
(iii) use any SchoolDigger Materials to develop, promote, operate or maintain
any business activity that competes with SchoolDigger’s database services, or
data-based publications (including the SchoolDigger.com websites); nor (iv)
resell, assign, transfer, disclose, distribute, or otherwise publish or
dispose of any SchoolDigger API (including any data forming part of the
database) to any third party, other than to the extent expressly permitted in this
Agreement and the applicable Order.
If Developer provides SchoolDigger with any suggested improvements or
enhancements to any SchoolDigger Materials (“Suggestions”), then Developer
also hereby grants SchoolDigger a non-exclusive, perpetual, irrevocable,
paid-up, royalty-free, worldwide, transferable license, with right to
sublicense, to make, have made, sell, offer for sale, use, import, reproduce,
distribute, display, perform, and make derivative works of the Suggestions.
4.1. Payment of
Fees. Developer will pay SchoolDigger the fees for the License to the
SchoolDigger Materials (collectively, “Fees”), when and as specified in
the applicable Order, by credit card.
4.2. Sales Taxes,
Etc. Developer will pay SchoolDigger for any applicable sales, use, or any
value added or similar taxes (“Sales Taxes”) payable with respect to the
licensing of the SchoolDigger Materials to Developer, or otherwise arising out
of or in connection with this Agreement, other than taxes based upon
SchoolDigger’s personal property ownership or net income. SchoolDigger will
remit Sales Taxes paid by Developer to the applicable taxing authority. Unless
expressly specified otherwise in any Order, all Fees, rates and estimates
exclude Sales Taxes. If Developer has tax-exempt status, Developer will provide
written evidence of such status with each Order and otherwise upon request by
SchoolDigger warrants to Developer that:
The SchoolDigger API, in the form delivered by SchoolDigger to Developer, will
perform in all material respects in accordance with its applicable
specifications set forth in the Documentation during the License Term.
5.2. Viruses and
Lock-Outs. SchoolDigger will use all commercially reasonable efforts, using
then current versions of industry standard anti-virus software, to ensure that
the SchoolDigger API as delivered by SchoolDigger to Developer under this
Agreement contains no computer virus, Trojan horse, worm or other similar
The SchoolDigger API, in the form delivered by SchoolDigger to Developer, does
not to SchoolDigger’s knowledge infringe or result from any misappropriation by
SchoolDigger of any Intellectual Property Rights of any third party existing
under the laws of the United States (the “SchoolDigger Infringement Warranty”).
5.4. Bugs and
Abatement; Scope. Without limiting the foregoing, SchoolDigger does not
warrant that the SchoolDigger API is free from all bugs, errors, or omissions.
The warranties in this Section 5 will automatically abate to the extent that
the SchoolDigger API has been (i) damaged or modified by persons other than
SchoolDigger’s authorized employees or representatives, or other than at
SchoolDigger’s express direction, or (ii) combined with other software or
hardware by any such persons, to the extent that SchoolDigger has not provided
in the Documentation that such software or hardware is compatible with the
SchoolDigger API, or otherwise so agreed in writing. The warranties in this
Agreement are for the sole benefit of Developer, and may not be extended to any
other person or entity.
Remedy. If any SchoolDigger API fails to conform to the warranty set forth
in Section 5.1 and Developer provides written notice of the non-conformance to
SchoolDigger within the warranty period then, as Developer’s exclusive remedy
and SchoolDigger’s sole obligation: SchoolDigger will either repair or, at its
option, replace the non-conforming SchoolDigger API with a functionally
equivalent SchoolDigger API or, if SchoolDigger is unable to correct the
non-conformance within thirty (30) days of receipt of such written notice from
Developer, then Developer may terminate the applicable Order insofar as it
applies to the non-conforming SchoolDigger API, and SchoolDigger will refund to
Developer a pro-rata amount of any prepaid Fees applicable to the unutilized
portion of the License Term for the terminated portion of the Order.
Remedy. Developer’s exclusive remedy and SchoolDigger’s sole obligation for
any non-conformance with the warranty in Section 5.3 above will be
SchoolDigger’s defense and indemnification obligations under Section 8 below.
Representations and Warranties.
Developer represents and warrants that it has full power
and authority to enter into this Agreement and that, as of the time it submits
its Order, and for the duration of its use of the SchoolDigger APIs:
6.1. It is in
compliance with all applicable laws, rules and regulations, if any, related to
the performance of its obligations under this Agreement and the operation of the
6.2. It owns or has
all necessary rights to develop, exploit and process the Developer Application,
and any content or data, processed thereby (excluding for these purposes the SchoolDigger
6.3. None of the
content or data processed by the Developer Application is defamatory,
constitutes obscenity, or violates any law or regulation, any right of any
person, including any intellectual property rights, data protection rights, rights
of privacy or publicity;
6.4. None of the
content or data on the Developer Application constitutes or results in any
consumer fraud, product liability, breach of contract to which Developer is a
party, or will cause personal injury to any third party;
6.5. The Developer
Application does not contain or directly link to any objectionable material, as
determined by SchoolDigger in its sole discretion, but which includes
pornography, obscene language or other obscene content, or support for violent
or hate groups, or content that is abusive, illegal, hateful, harmful,
harassing, or racially or ethnically discriminatory; and
6.6. The Developer
Application is not an incentive-based web site, such as a lottery or
sweepstakes site which rewards End Users for clicking on links.
Developer acknowledges, covenants and agrees that:
7.1. Access to the SchoolDigger
API and other SchoolDigger Materials will be solely through the Developer
Application and displayed only to End Users. The SchoolDigger API results will
not be permitted or facilitated through any other web site or means, whether
under Developer’s ownership and control or otherwise. No sub-licensing,
re-packaging, or other use (including “service bureau” use) is permitted.
7.2. Each Developer
Application must (i) represent a significant value enhancement to the
SchoolDigger Materials, (ii) in comparison with the SchoolDigger Materials,
constitute the predominance of the functionality offered to End Users, (iii)
not expose or, directly or indirectly, pass through any APIs to the SchoolDigger
Materials, and (iv) only permit End Users to access the functionality of the
SchoolDigger Materials through such application. Developer is solely
responsible for maintaining compatibility between updated versions of the
SchoolDigger Materials and the Developer Application.
7.3. Developer will
comply with all representations, warranties and covenants that were or will be
made by it to SchoolDigger to induce SchoolDigger to provide Developer with
access to the SchoolDigger Materials, including the descriptions of how the
Developer Application will use the SchoolDigger APIs.
7.4. Queries to the SchoolDigger
API must contain all required parameters.
7.5. SchoolDigger may
limit the number API queries that may be submitted by each Developer
Application per day.
7.6. Developer may
cache and thus store data from the SchoolDigger APIs on its system for up to 24
hours, after which such cached SchoolDigger data must be purged. Subject to
that exception, Developer has no rights to, and Developer will not copy, store
or archive, or display or distribute to any third party (other than to End
Users as specified in this Agreement) any SchoolDigger Databases or portions
thereof. Developer agrees that any cached portions of the SchoolDigger Databases
will be used by Developer only for the purpose of populating the Developer
7.7. Developer will
not alter or modify any SchoolDigger Databases.
7.8. Developer will
not sell, lease, share, transfer, or sublicense the SchoolDigger API Keys,
whether for direct commercial or monetary gain or otherwise, without SchoolDigger’
prior, express, written permission.
7.9. Developer will
ensure that each End User complies with the restrictions to which Developer is
subject under this Agreement affecting SchoolDigger Materials. Developer will
be responsible for any act or omission of any End User relating to or in
connection with this Agreement as though it were Developer’s own.
will not use the SchoolDigger APIs in connection with the distribution or
display of any malware.
will ensure that the use or display of the SchoolDigger Materials does not
suggest that SchoolDigger promotes or endorses Developer or any third party or
the causes, ideas, web sites, products or services of Developer or any third
SchoolDigger. If any third party makes any claim against Developer that, if
true, would constitute a non-conformance by SchoolDigger with SchoolDigger
Infringement Warranty (a “SchoolDigger Infringement”) then, upon
notification of such claim, SchoolDigger will, at its sole cost and expense,
defend Developer against such claim and any related proceeding brought by such
third party against Developer. Upon the occurrence of a “Determination Against
SchoolDigger” (defined below), SchoolDigger will indemnify Developer from and
against any and all losses, damages, costs and expenses (including taxes, fees,
fines, penalties, and interest) reasonably and actually incurred by Developer
and resulting from the SchoolDigger Infringement. SchoolDigger’s obligations
under this Section 8.1 are subject to Developer’s compliance with the
“Indemnification Conditions” (defined below).
“Determination Against SchoolDigger” means a
determination by the tribunal conducting the proceeding that a SchoolDigger
Infringement occurred, the issuance of an interim order by any such tribunal
restricting or prohibiting Developer’s use of the SchoolDigger Materials as a
result of an alleged SchoolDigger Infringement, or consummation of a settlement
between SchoolDigger and the third party in which SchoolDigger agrees to pay
compensation to the third party for a SchoolDigger Infringement.
Conditions” means the following obligations of a party entitled to defense
and/or indemnification under this Agreement: (i) the indemnified party notifies
the indemnifying party in writing of any claim that might be the subject of
indemnification promptly after any executive officer of the indemnified party
or member of the indemnified party’s legal department first knows of the claim,
provided, however, that no failure to so notify an indemnifying party will
relieve the indemnifying party of its obligations under this Agreement except
to the extent that such failure materially prejudices defense of the claim, and
except to the extent of damages incurred by the indemnifying party as a result
of the delay; (ii) the indemnifying party is given primary control over the
defense and settlement of the claim (subject to the foregoing, the indemnified party
may nonetheless participate in the defense at its sole cost and expense); (iii)
the indemnified party makes no admission of liability (except as required by
applicable law) nor enters into any settlement without the indemnifying party’s
prior written agreement; (iv) the indemnified party provides such assistance in
defense of the proceeding as the indemnifying party may reasonably request, at
the indemnifying party’s reasonable expense; and (v) the indemnified party
complies with any court order or reasonable settlement made in connection with
Mitigation Rights. If use of any SchoolDigger Materials is, or in
SchoolDigger’s reasonable opinion is likely to become, the subject of a claim
of infringement of any Intellectual Property Right of any third party, then
SchoolDigger may: (i) procure the continuing right for Developer to use the
SchoolDigger Materials; (ii) replace or modify the SchoolDigger Materials in a
functionally equivalent manner so that it no longer infringes; or (iii) if the
rights under (i) and (ii) above are not available on terms that are
commercially reasonable for SchoolDigger, terminate the applicable Order
insofar as it applies to the infringing SchoolDigger Materials and refund to
Developer a pro-rata amount of any prepaid Fees applicable to the unutilized
portion of the License Term for the terminated portion of the Order.
Notwithstanding the foregoing, SchoolDigger will have no obligation under this
Section 8 or otherwise with respect to any infringement or misappropriation
claim to the extent based upon (a) any use of the SchoolDigger Materials not in
accordance with this Agreement or the Documentation, (b) any use of the
SchoolDigger Materials in combination with other products, software, services
or data not supplied by SchoolDigger to the extent the infringement would not
have occurred but for such combination, (c) any use of any release of the
SchoolDigger Materials other than the most current release made available to
Developer after notice from SchoolDigger that Developer must upgrade to such
release to avoid an infringement or misappropriation claim and Developer has
had a reasonable time (not to exceed 15 days) in which to implement the
upgrade, (d) any open source software forming part of the SchoolDigger Materials,
(e) any modification of the SchoolDigger Materials not made by SchoolDigger or
at its express direction, or (f) any data not provided by SchoolDigger.
8.4. By Developer.
Developer will defend, indemnify and hold SchoolDigger and its members,
managers, officers, employees, agents, representatives, successors and assigns,
harmless from and against any and all losses, costs, claims, liabilities,
damages, fines, penalties, suits, actions or expenses (including reasonable
attorneys’ fees) arising from or in connection with (i) any breach of Developer’s
representations, warranties or covenants, or its performance or failure to
perform any of its obligations under this Agreement, (ii) the use by Developer
of the SchoolDigger Materials (other than any such claim that any of the SchoolDigger
Materials violate the intellectual property rights of a third party), or (iii)
the Developer Application. SchoolDigger will comply with the Indemnification
of Implied Warranties.
EXCEPT AS EXPRESSLY WARRANTED IN THIS AGREEMENT, EACH PARTY
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. For
clarity, SchoolDigger makes no representation or warranty that the operation of
the SchoolDigger API, the SchoolDigger Website, or the SchoolDigger Databases
will be uninterrupted or error-free, or that the SchoolDigger Databases are or
will be complete, accurate or error-free. SchoolDigger will not be liable for
the consequences of any interruptions or errors.
10. Exclusion of
Consequential Damages; Limitation of Liability.
NO EVENT WILL SCHOOLDIGGER BE LIABLE TO DEVELOPER, ITS END USERS, OR TO ANY
THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING DAMAGES FOR
LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY OR USE OF
FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK
OR IMPAIRMENT OF OTHER ASSETS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, ARISING OUT OF (i) THE PERFORMANCE OR NON-PERFORMANCE OF THIS
AGREEMENT OR DATA, PRODUCTS OR SERVICES PROVIDED HEREUNDER, OR (ii) ANY CLAIM,
CAUSE OF ACTION, BREACH OF CONTRACT OR ANY EXPRESS OR IMPLIED WARRANTY, UNDER
THIS AGREEMENT OR OTHERWISE, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY,
OR OTHER TORT.
entire liability arising out of this Agreement will in no event exceed the fees
paid by Developer to SchoolDigger under the Order giving rise to the claim
during the one month period immediately preceding Developer’s first assertion
of any claim against SchoolDigger, regardless of whether any action or claim is
based in contract, misrepresentation, warranty, indemnity, negligence, strict
liability or other tort or otherwise.
agrees that the exclusions and limitations specified in this Agreement apply even
if the remedies are insufficient to cover all of Developer’s losses or damages,
or fail of their essential purpose and that without these limitations the fees
for access to and use of the SchoolDigger APIs and SchoolDigger Materials would
be significantly higher.
11. Term and
– Orders. The License Term for each Order will commence on the date the Order
is processed and accepted by SchoolDigger and will continue until expiration of
the License Term specified in the Order, unless sooner terminated in accordance
with this Agreement.
Termination For Convenience. Developer may terminate any Order for
convenience following expiration of all minimum terms specified in the Order.
If Developer terminates any Order under this Section 11.2, Developer will not
be entitled to any refund of or relief from fees paid or payable under such
for Cause. If either party materially breaches any of its obligations under
this Agreement and fails to cure such breach within thirty (30) days from the
date it receives from the non-breaching party a notice of the breach and a
demand for cure, then the non-breaching party may thereafter terminate all or
any affected Orders or Licenses immediately on notice. Without limiting the
foregoing, Developer’s failure to pay fees and expenses owed by Developer to
SchoolDigger within five (5) days of their due date, and Developer’s
non-conformance with any of its representations, warranties and covenants under
this Agreement, will each constitute a material breach of the applicable Order
or License. If Developer has not cured a material breach within the applicable
cure period then, until Developer has cured the breach in full, SchoolDigger
may, in its sole discretion, and without prejudice to its other rights
following material breach and failure to cure, do any or all of the following:
(i) suspend performance of some or all of SchoolDigger’s obligations under the
applicable Order; (ii) suspend the Licenses granted pursuant to the applicable
Order; and (iii) deactivate any API Keys issued to Developer. Notice of
termination for any Order will not be interpreted to be notice of termination
for any other Order.
on Termination. Upon any termination or expiration of a License, Developer
will destroy all copies of the affected SchoolDigger Materials within its
custody or control within twenty (20) days of such termination. Developer will
certify such destruction to SchoolDigger upon request.
of Termination. No expiration or termination of this Agreement or of any
Order will relieve Developer of its obligation to pay any amounts accruing
under such Order prior to such expiration or termination.
The provisions of Sections 1, 3.2-3.4, 6-10, 11.4-11.6 and 12-13 of this
Agreement, will survive any termination or expiration of this Agreement.
Law. This Agreement will be governed by and interpreted in accordance with
the internal laws of the State of Washington, and, where such laws are
preempted by the laws of the United States, by the internal laws of the United
States, in each case without regard to (a) conflicts of laws principles, and
(b) the applicability, if any, of the United Nations Convention on Contracts
for the International Sale of Goods.
and Jurisdiction. In the event of any controversy or claim arising out of
or relating to this Agreement, or the breach or interpretation thereof, the
parties will submit to the exclusive jurisdiction of and venue in the State
courts of Washington located in Seattle, Washington, or the Federal District
Court for the Western District of Washington, and appeal courts therefrom. Each
party hereby waives all defenses of lack of personal jurisdiction and forum non
conveniens. Process may be served on either party in the manner authorized by
applicable law or court rule.
Expenses. If any proceeding is brought by either party to enforce or
interpret any term or provision of this Agreement, the substantially prevailing
party in such proceeding will be entitled to recover, in addition to all other
relief arising out of this Agreement, such party's reasonable attorneys' and
other experts' (including without limitation accountants) fees and expenses.
References. Provided that SchoolDigger complies with any trademark usage
requirements notified to it by Developer, SchoolDigger may refer to Developer
as one of SchoolDigger's Developers and use Developer's logo as part of such
Relief. Each of Developer and SchoolDigger acknowledges that damages will
be an inadequate remedy if the other violates the terms of this Agreement
pertaining to protection of Intellectual Property Rights. Accordingly, each of
them will have the right, in addition to any other rights each of them may
have, to obtain in any court of competent jurisdiction, temporary, preliminary
and permanent injunctive relief to restrain any breach, threatened breach, or
otherwise to specifically enforce any of the related rights and obligations in
Majeure. If the performance of this Agreement is adversely restricted or if
either party is unable to conform to any warranty by reason of any circumstances
beyond the reasonable control and without the fault or negligence of the party
affected, then, except with respect to obligations to pay Fees, the party
affected, upon giving prompt written notice to the other party, will be excused
from such performance on a day-to-day basis to the extent of such restriction
(and the other party will likewise be excused from performance of its
obligations on a day-to-day basis to the extent such party's obligations relate
to the performance so restricted); provided, however, that the party so
affected will use all commercially reasonable efforts to avoid or remove such
causes of non-performance and both parties will proceed whenever such causes
are removed or cease.
and Headings. The captions and headings are inserted in this Agreement for
convenience only, and will not be deemed to limit or describe the scope or
intent of any provision of this Agreement.
Invalidity. If any provision of this Agreement is held to be invalid, such
invalidity will not render invalid the remainder of this Agreement or the
remainder of which such invalid provision is a part. If any provision of this
Agreement is so broad as to be held unenforceable, such provision will be
interpreted to be only so broad as is enforceable.
No waiver of or with respect to any provision of this Agreement, nor consent by
a party to the breach of or departure from any provision of this Agreement,
will in any event be binding on or effective against such party unless it be in
writing and signed by such party, and then such waiver will be effective only
in the specific instance and for the purpose for which given.
Party Beneficiaries. Except as expressly set forth in this Agreement, no
provisions of this Agreement are intended nor will be interpreted to provide or
create any third party beneficiary rights or any other rights of any kind in
any other party; provided, however, that SchoolDigger's suppliers of products
and services delivered hereunder will enjoy the same disclaimers of warranty,
limitations on liability and similar exculpatory provisions with respect to
such products and services as does SchoolDigger.
Neither party may assign any of its rights under this Agreement without the
prior written consent of the other, which will not be unreasonably withheld;
provided, however, that either party may, without the other party’s consent,
and upon notice to the other party, assign its rights under this Agreement to
any entity into or with which it is merged, or that acquires all or
substantially all of its assets. Subject to the foregoing restriction on
assignment, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
SchoolDigger may assign all or any of its rights to enforce this Agreement to
any licensor of SchoolDigger.
Government Rights In The SchoolDigger API. The SchoolDigger API is
“Commercial Computer Software” for purposes of acquisition by or on behalf of
the U.S. Government. If Developer is acquiring this Commercial Software on
behalf of the U.S. Government, the following provisions apply: (i) if this
Commercial Computer Software is supplied to the Department of Defense
("DOD") or any DOD agency or service, DOD's rights regarding use,
reproduction and disclosure are set forth in DOD FAR Supplement (DFARS
227.7202); and (ii) if this Commercial Computer SchoolDigger API is supplied to
any other unit or agency of the U.S. Government, these Government rights are
set forth in Federal Acquisition Regulation ("FAR") 52.227-19. Use,
duplication or disclosure by the Government is subject to the restrictions set
forth in such sections. Manufacturer is Claarware LLC, d/b/a SchoolDigger.com
at 18492 43rd Ave NE Lake Forest Park WA, 98155.
13.10. Notices. Any
notice or other communication under this Agreement given by either party to the
other party will be deemed to be properly given if given in writing and
delivered by (i) US Mail, certified or registered, return receipt requested, or
(ii) nationally recognized air express courier (e.g., Federal Express),
properly addressed and prepaid, to the recipient at the address identified in
the Order. If SchoolDigger’s address is not identified in the Order, then
notices to SchoolDigger must be delivered to its main office address, 18492 43rd
Ave NE Lake Forest Park WA 98155, Attention: Legal Department. Notice periods
will begin on the day following delivery. Either party may from time to time
change its address by giving the other party notice of the change in accordance
with this Section.
13.11. Entire Agreement;
Amendments; Conflicts. This Agreement constitutes and embodies the entire
agreement and understanding between the parties with respect to the subject
matter hereof and supersedes all prior or contemporaneous written, electronic
or oral communications, representations, agreements or understandings between
the parties with respect thereto. This Agreement may not be modified or amended
except by a written instrument executed by both parties. With the exception of
order quantities and Fees, any terms or conditions appearing on the face or
reverse side of any purchase order, acknowledgment, or confirmation that are
different from or in addition to those specified in this Agreement will not be
binding on the Parties, even if signed and returned, unless both Parties agree
in a separate writing to be bound by such different or additional terms and
conditions. In the event of any conflict between the terms of this Agreement or
any Order, the following order of precedence will apply: (a) the Agreement and
(b) the applicable Order.