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Effective September 6, 2023
This Terms of Service (“Agreement”) is entered into by and between GreatSchools, Inc. (“GS”) and the entity or person placing an order for or accessing any Services (“Customer”, “You” or “Your”). If You are accessing or using the Services on behalf of Your company, You represent that you are authorized to accept this Agreement on behalf of Your company, and all references to “You”, “Your” or “Customer” reference Your company.
The following terms and conditions outline the usage requirements and terms for use for GS API Service(s) (“Services”).
This Agreement permits You to purchase subscriptions to online software-as-a-service products pursuant to any GS ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (“Order Form(s)”) and sets forth the basic terms and conditions under which those products will be delivered. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by You that reference this Agreement.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING ANY OF THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF AN ORGANIZATION OR LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL POWER AND AUTHORITY TO BIND SUCH ORGANIZATION AND ITS AFFILIATES TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ IT CAREFULLY.
IF YOU REGISTER FOR A TRIAL SUBSCRIPTION FOR GS SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT TRIAL SUBSCRIPTION.
You and GS may be referred to in this Agreement individually as a “party” or jointly as the “parties.” This Agreement governs all access and use of Services (together defined as “Usage Plans”). GS may in its sole discretion update or make changes to this Agreement from time to time. GS encourages You to periodically review and check this Agreement for updates to stay informed about the terms that govern Your use of the Services. Your continued use of the Services after GS makes any changes is deemed to be an acceptance of those changes. The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes, or as otherwise restricted by this Agreement. GS’ direct competitors (or third party agents acting on behalf of such direct competitors) are prohibited from accessing the Services.
Except as set forth and defined in the body of this Agreement, capitalized terms have the meanings set forth in this Definition of Terms.
“AI systems” means features and functionality that make use of artificial intelligence, machine learning, or other similar technology.
“Attribution Requirements” and “Branding Requirements” shall be as defined in https://www.greatschools.org/gk/greatschools_attribution_branding_requirements. GS reserves the right to update this link to another webpage from time to time without prior approval from You.
“Claim” means any and all claims, actions, demands, lawsuits, or proceedings of any kind brought by an unaffiliated third party.
“Digital Product(s)” refers to any intangible goods or services delivered electronically through digital means, including but not limited to websites, mobile applications, software applications, digital content, web-based platforms, and associated documentation. The Digital Product may include, but is not limited to, code, designs, images, text, graphics, audio, video, and other multimedia elements.
“Documentation” means the technical user documentation provided with the Services.
“Fees” means the then-applicable charges for the services as set forth in the applicable Order Form.
“GS Data Content” means the information provided by GS to You regarding pre-kindergarten through twelfth grade schools.
“Order Form” means ordering documents, online registration, order descriptions or order confirmations referencing this Agreement that permit You to purchase subscriptions to online software-as-a-service products and other services from GS. Each Order Form shall be issued pursuant to the terms and conditions of the Agreement, and shall require You to be bound to the terms of this Agreement.
“Services” means GS’ proprietary software-as-a-service solution(s), including GS application programming interfaces (APIs) as described in the applicable Order Form.
“Term” the term is one month from the Effective Date and is renewable on a monthly basis.
“Trial Subscription” means a temporary subscription to the GS Services for which no Fees are charged, subject to the terms and conditions of this Agreement.
“Third-Party Platform” means any software, software-as-a-service, data sources or other products or services not provided by GS that are integrated with Services as described in the Documentation.
“Use Case” means the intended use by the Customer and approved by GS as provided in the applicable Order Form.
“Users” (in the singular, “User”) means Your end users (including without limitation employees or contractors working for You).
2.1. GS’ Services are designed to obtain and display US PK-12 grade local school information from GS’ API database, subject to the conditions and limitations in these Agreement. The data sets offered include, but are not limited to: School Directory; Demographics Data; Test Proficiency Data and Subgroup Results; GreatSchools® Summary Ratings; GreatSchools® Themed Ratings; GreatSchools® District Ratings; and GreatSchools® Community Ratings & Reviews. The data set(s) you may access are subject to your Subscription Plan in the Order Form.
2.2. Provision of Services. Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”). Customer will purchase and GS will provide the specific Services as specified in the applicable Order Form.
2.3. Access to Services. Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form (including without limitation the number of Users accessing the Services and the number of calls made to the API).
2.3.1. Use of and access to the Services is permitted only by the Customer. If Customer is given Service Key(s) or passwords to access the Services on GS’ systems, Customer is responsible to keep Service Key(s) and password information strictly confidential and not share such information with any unauthorized person. If Customer is accessing the Services using credentials provided by a third party (e.g., Google), then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials.
2.3.2. Customer will be responsible for any and all actions taken using Customer’s accounts and passwords.
2.3.3. Customer is responsible for ensuring the Service Key and access to the Service is terminated for any employee or Contractor no longer affiliated with the Customer.
2.4. GS reserves the right to approve, reject, or terminate any and all access to the Services and Your Usage Plan, at any time and for any reason, and on a case-by-case basis may approve uses of the Services beyond Digital Product use. If You would like to use the Services for a non-Digital Product, please submit a request to api-support@greatschools.org. GS may in its sole discretion amend this Agreement by addendum or provide a custom data license for approved non-Digital Product Uses.
2.5. GS APIs. GS reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, GS may monitor Customer’s GS of such APIs and limit the number of calls or requests Customer may make if GS believes that Customer’s usage is in breach of this Agreement or may negatively affect the Services (or otherwise impose liability on GS).
2.6. Trial Subscription. If You receive free access or a trial or evaluation subscription to the Service (a “Trial Subscription”), then You may use the Services in accordance with the terms and conditions of this Agreement for a period of fourteen (14) days or such other period granted by GS (the “Trial Period”). Trial Subscriptions are permitted solely for Your use to determine whether to purchase a paid subscription to the Services. If You cancel Your Trial Subscription before the end of the Trial Period, this Agreement and Your right to access and use the Services will terminate at the end of the Trial Period. GS has the right to terminate a Trial Subscription at any time for any reason. FOR THE AVOIDANCE OF DOUBT, A TRIAL SUBSCRIPTION ONLY ALLOWS YOU TO ACCESS THE API(S) AS NECESSARY TO DEVELOP, TEST AND SUPPORT AN INTEGRATION OF THE APPLICATION WITHIN THE APPROVED DIGITAL PRODUCTS AND USE THE GS DATA CONTENT SOLELY FOR THE APPROVED USE CASES IN AN APPLICABLE ORDER FORM. ANY ACCESS, USE OR DISTRIBUTION OF THE API OR THE GS DATA CONTENT OTHER THAN AS EXPRESSLY PERMITTED BY THE APPLICABLE ORDER FORM AND THIS AGREEMENT SHALL BE STRICTLY PROHIBITED. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, GS WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS; DURING THE TRIAL PERIOD, ALL FEATURES AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND GS WILL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE GS’ LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE TRIAL PERIOD SHALL NOT EXCEED $500.00. WITHOUT LIMITING THE FOREGOING, GS AND ITS AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT THAT: (A) USE OF THE SERVICES DURING THE TRIAL PERIOD WILL MEET REQUIREMENTS, (B) USE OF THE SERVICES DURING THE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 15.1, YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO GS AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOU AND YOUR USERS USE OF THE SERVICES DURING THE TRIAL PERIOD AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.
2.7. Modifications.
2.7.1. GS reserves the right to release updated versions of the GS Data Content and Services at any time and in its sole discretion, including but not limited to, updates to the format and organization of the Services. If a modification is unacceptable to You, You may cancel the Services by stopping your use of the Service and terminating the Service per Section 8 of this Agreement. If You continue to use the Service, You will be deemed to have accepted the modifications.
2.7.2. GS may change, suspend or terminate or discontinue all or any aspect of the Services, including its availability, at any time and in GS’ sole discretion. This includes, without limitation, the right to set, at GS’ own discretion and at any time, the type of Services, and which portions of the Service You may access.
3.1. General License to Access Services. Upon a successful registration for the use of the Service, GS hereby grants to You during the Term, as provided in an applicable Order Form, a non-exclusive, revocable, non-sublicensable, and non-transferable license to Access the Service as set forth below. You agree and acknowledge that the license granted in this Section 3.1 are explicitly conditioned on Your adherence to the following obligations and prohibited uses including without limitation the following:
3.1.1. You agree to use the Service only for purposes that are legal, proper and in accordance with these Agreement.
3.1.2. Your license to GS Data Content and Service is limited to making direct server calls to access and distribute the GS Data Content to Your users immediately upon receipt by Your server(s).
3.1.3. All calls to the Service must be made with Your unique access key (“Service Key”), which will be made available to Your by GS upon execution of this Agreement.
3.1.4. You agree to keep Your unique Service Key confidential, and to not share it with any third party, including without limitation subsidiaries, affiliates and partner organizations. Any third party must submit its own Registration to GS in order to obtain its own Service Key.
3.1.5. You agree to provide the Service to Your authorized users on an “as is” basis, subject to the disclaimers that shall not be less stringent as to those set forth in Section 16.2 of this Agreement.
3.1.6. You must clearly and conspicuously display the GS Brands on Your registered Digital Product(s), in accordance with the Attribution Requirements and Branding Requirements.
3.1.7. You agree to display the GS Data Content on Your Digital Product(s) for consumers to access such data for their personal use, without charge, and without requiring the consumer to sign in or enter a user name and/or passcode to access the GS Data Content.
3.1.8. You agree that You will not display, or permit its users or any third parties to display, the GS Brands, GS Data Content or Service on any Digital Product(s) not registered in an applicable Order Form.
3.1.9. You must use commercially reasonable efforts to prevent the GS Data Content or Service from being downloaded in bulk or otherwise scraped. Such efforts may include but are not limited to the deployment of “spider traps,” “C.A.P.T.C.H.A.,” velocity checks, source IP analysis, or other methods that are as effective.
3.1.10. You understand and agree that GS is under no obligation to provide You or Your Users with user support or any other technical assistance related to Your implementation and use of the Service.
3.1.11. If You become aware that You or any User of Your implementation of the Service is in material breach of this Agreement (including, without limitation, the Attribution Requirements and Branding Requirements referenced herein), You agree to notify GS promptly in writing by electronic correspondence to be followed immediately by tangible written correspondence, and to promptly take all such other actions at Your expense as may be necessary or appropriate to mitigate, remedy or protect against, any loss, liabilities, or damages, or potential loss, liability or damages to GS and cause its users to immediately discontinue the breach.
3.1.12. For the avoidance of doubt, Customer shall be responsible for maintaining the security of the implementation of the Service and shall be liable for the acts and omissions of its Users, whether with or without Customer’s knowledge or consent.
3.1.13. If You become aware that You or any User of Your implementation of the Service is in material breach of these Agreement (including, without limitation, the Attribution Requirements and Branding Requirements), You agree to notify GS promptly by sending an email to api-support@greatschools.org, and to take prompt, commercially reasonable action at Your expense to remedy the breach.
3.2. General Licensing Prohibited Uses. Without limiting the foregoing, GS at its sole discretion may revoke your license if You or any of Your Users perform any of the following prohibited uses:
3.2.1. Make the Services or GS Data Content available to, or use the APIs or Data for the benefit of, anyone other than You.
3.2.2. Cache or store the GS Data Content delivered by the Service. You agree not to allow its users or third parties to access the GS Data Content in bulk format or to access the Service directly.
3.2.3. Use the Service or GS Data Content to develop or build a competitive product or service; or build a product or service using similar ideas, features, functions or graphics of the Services; or copy any ideas, features, functions or graphics of the Services.
3.2.4. Use the Service or GS Data Content to develop a stand-alone application that substantially re-creates the functionality offered by GS, Services, or for the purpose of competing directly with GS.
3.2.5. Use the Services to develop a product that substantially re-creates the functionality offered by any of GS’ Digital Products, whether created for the purpose of competing directly with GS or the Service or for any other purpose.
3.2.6. Combine or aggregate GS Data Content with data gathered from other sources for any purposes unrelated to the approved Use Case(s) in your Order Form.
3.2.7. Display or permit Your users or any third parties to display the Service in a manner that makes it appear to be available on a third party website not specifically identified in your Order Form.
3.2.8. Use or provide data elements from the Service to enhance the data of any third party, including by modifying, copying, or creating or generating any derivative works using the GS Data Content or Service (e.g., a superset or subset of the APIs or Data).
3.2.9. Use or make available the Service or GS Data Content as part of any Digital Product(s) that allows Users to blog, comment, rate, or otherwise provide feedback regarding schools or related information, or as part of a digital product(s) that promotes the availability of this type of service, on any digital product(s) other than the GS Website.
3.2.10. Reproduce, modify, distribute, decompile, disassemble or reverse engineer any portion of the GS Data Content or any Service or part thereof.
3.2.11. Use the Service for direct marketing or telemarketing purposes.
3.2.12. Keep any copies of the GS Data Content.
3.2.13. Attempt to or actually re-identify any previously aggregated, de-identified, or anonymized data.
3.2.14. Interfere with or disrupt Service or servers or networks connected to GS Services, or disobey any requirements, procedures, policies or regulations connected to GS services.
3.2.15. Permit Users or any third parties to, modify, interfere with, obscure or disable the Services.
3.2.16. Transmit any viruses, worms, defects, Trojan horses or any items of a destructive nature.
3.2.17. Use or display GS Data Content in conjunction with, next to or in addition to any other pre-kindergarten through twelfth grade school directory, school demographics, school quality or assessment content that is similar in nature to the GS Data Content. Examples of similar content include school quality ratings, user generated ratings and reviews and test scores for pre-kindergarten through twelfth grade schools.
3.2.18. Scrape the GS Website, Services, GS Data Content, or any of GS’ Digital Products for any purpose including but not limited to selling personal information. Scraping refers to extracting data from the GS Website, Service, or any GS Digital Products through an automated process, including but not limited to using a bot or webcrawler. GS reserves the right to immediately suspend or terminate the applicable Order Form or the Agreement.
3.2.19. Use or access the Services or GS Data Content in order to monitor the availability, performance,or functionality of any of the Service or a Product, for any similar benchmarking purposes or for purposes of building a competitive product or service.
3.2.20. Sell, distribute, redistribute, rent, lease, lend, sell, redistribute, time share, outsource, modify, display or sublicense or otherwise provide the Services or GS Data Content to any third party, affiliated entity, or use it in a service bureau or outsourcing environment.
3.2.21. Attempt to gain unauthorized access to any of GS’ systems, platforms or networks.
3.2.22. Take any action that may impose an unreasonable or disproportionately large load on the GS systems, knowingly interfere with or disrupt the integrity or performance of GS systems or the data contained therein, or circumvent or attempt to circumvent any technical or other limitations imposed by GS to limit use of the GS Services or GS Data Content.
3.2.23. Perform any penetration or vulnerability testing with respect to GS systems.
3.2.24. Hide or mask the identity of systems or devices accessing the Services.
3.2.25. Use the Services or GS Data Content in violation of this Agreement.
3.3. Brand Licensing.
3.3.1. Applicable where the Use Case is display of GS Data Content in Digital Products, Upon a successful registration for the use of the Service, GS hereby grants to You during the Term, as provided in an applicable Order Form, a non-exclusive, revocable, non-sublicensable, and non-transferable license to use GS’ trademarks, logos and other brands provided by GS (the “GS Brands“) for the purpose of: (i) identifying the GS Data Content on Your approved Digital Product(s) according to the Attribution Requirements and Branding Requirements; (ii) linking to the GS Website from Your Digital Product(s) in accordance to the Attribution Requirements and Licensing Requirements; and (iii) including in promotional materials as described in Section 4 of the Agreement. You understand and agree that GS has the sole discretion to determine whether Your use of the GS Brands is in accordance with the above purpose. You agree to use the GS Brands in accordance with the Agreement and only for purposes specified herein. Without limiting the remedies of GS available under this Agreement and applicable law, GS may revoke your license to use its Brands at any time and in its sole discretion.
3.3.2. GS Brands Prohibited Uses. In using the GS Brands, You agree that You will not:
3.3.2.1. Modify or change GS Brands in any way.
3.3.2.2. Display a GS Brand in any manner that implies a relationship or affiliation with, or sponsorship or endorsement by GS, other than Your use of the Services;
3.3.2.3. Display a GS Brand on Your site if it contains or displays adult content or promotes illegal activities, gambling or the sale of tobacco or alcohol to persons under twenty-one (21) years of age;
3.3.2.4. Display a GS Brand in a manner that is misleading, defamatory, infringing, libelous, disparaging or otherwise objectionable to GS; or
3.3.2.5. Remove, distort or alter any element of a GS Brand.
3.3.2.6. Display a GS Brand in any manner that implies or relates to political campaigning or lobbying.
3.3.2.7. Display a GS Brand for any fraudulent or deceptive activity.
3.3.2.8. Display a GS Brand in any manner that can be reasonably interpreted to suggest GS Data Content has been authored by or represents the views or opinions of GS or GS personnel.
3.3.2.9. Use the GS Brand in a way that tarnishes, dilutes or otherwise impairs the GS Brands.
3.3.2.10. Use GS Brands in any manner that is disparaging or otherwise portrays GS in a negative light or that would disadvantage GS in any material way.
4.1. Promotional Materials. All marketing, promotional, or other materials (whether in print, electronically, or otherwise) created by or on behalf of either party, You or GS, that utilize the brands of either party or make reference to the execution or performance of this Agreement shall be subject to mutual approval in advance by both parties. Such approval shall be provided in writing by GS and You.
4.1.1. Both parties agree to promptly review and respond to any requests for approval of materials related to the use of GS Brands, Your brands, or the mention of this Agreement.
4.1.2. In the event that either GS or You object to specific elements or content within the marketing materials, both parties shall work together in good faith to address the concerns and find a suitable resolution.
4.2. Marketing Obligations. The parties shall (a) conduct its business (including, without limitation, performance of its obligations under this Agreement) in a manner that reflects favorably on the goodwill and reputation of the other party; (b) avoid deceptive, misleading or unethical practices detrimental to the other party or the public, including, without limitation, by refraining from making any representations or warranties to customers or to the trade with respect to the features or capabilities of the GS Data Content or Services. You shall promptly notify GS of all complaints received by You with regard to the Services by submitting such complaints to api-support@greatschools.org; provided, however, that GS may decide, in its sole discretion, whether and to what extent to act on Your reporting of such issues.
5.1. Attribution Requirements; Branding Requirements. During the term of this Agreement, You will present the GS Data Content, whether such GS Data Content is displayed in part or in its entirety, on registered Digital Products in strict adherence to the Attribution Requirements and Branding Requirements.
5.2. Modifications by You. Subject to the Attribution Requirements and Branding Requirements, You may modify the appearance, layout, style and format in which the GS Data Content is displayed on the registered Digital Products, but You, in no event shall alter the substantive or factual aspects of the GS Data Content.
5.3. GS may request, and in turn You shall promptly provide, at any time, visuals, wireframes, mocks or screenshots depicting Your design of the GS Data Content on registered Digital Products to ensure compliance with the Attribution Requirements and Branding Requirements.
5.4. If GS determines, in its sole discretion, that Your design for the GS Data Content does not meet the Attribution Requirements or Branding Requirements, GS shall notify You and You agree to modify its display in adherence to the Attribution Requirements and Branding Requirements within 10 days of written notice by GS. Without prejudice to any other remedies or rights of GS set forth in this Agreement, if GS determines that You are still not in adherence to the Attribution Requirements or Branding Requirements after such notice and modification period, GS reserves the right, in its sole discretion, to exercise its termination rights under Section 8 of the Agreement. For the avoidance of doubt, in the event that GS suspends or terminates Your access to the GS Data Content or this Agreement due to Your noncompliance with the Attribution or Branding Requirements despite notice to modify, You shall not be eligible to refund any prepaid fees arising from this Agreement.
6.1. Subscription Term and Renewals. Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for additional periods (number of months is defined by Customer), unless either party terminates as provided herein.
6.2. Fees and Payment. All fees are as set forth in the applicable Order Form and will be paid by Customer within thirty (30) days of invoice, unless (a) Customer is paying via Credit Card (as defined below), or (b) otherwise specified in the applicable Order Form. Except as expressly set forth in the Agreement, all fees are non-refundable and non-cancellable. The rates in the Order Form are valid for the initial Subscription Term and thereafter may be subject to an automatic adjustment increase. Customer is responsible for paying all Taxes, and, unless otherwise stated, all Taxes are excluded from any fees set forth in the applicable Order Form. If GS is required by Law to withhold any Taxes from Customer’s payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, GS receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
6.3. GS shall not provide any refunds of Fees paid for use of the Service, for any reason.
6.4. Payment Via Credit Card. If you are purchasing the Services via credit card, debit card, or other payment card (“Credit Card”), the following terms apply:
6.4.1. Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes GS (or its designee) to automatically charge Customer’s Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer’s use of the Services and may include subscription fees for the remainder of Customer’s applicable billing period and overage fees for the prior month.
6.4.2. Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer’s Credit Card may charge a foreign transaction fee or other charges.
6.4.3. Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to GS and GS may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
6.4.4. Changing Credit Card Information. At any time, Customer may change their Credit Card information by entering updated Credit Card information via the Customer Portal.
6.4.5. Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, Customer may terminate the Subscription Term by submitting your request to https://billing.stripe.com/p/login/aEU7ti22O6f04Eg7ss (or any other URL which GS may decide from time to time). You must request termination no less than 3 business days prior to Your monthly renewal date to avoid being charged for the next payment cycle. If You provide less than 3 business days notice, GS does not warrant or guarantee that You will not be charged for the next payment cycle. GS does not guarantee any refunds or credits for Fees paid prior to Your request for termination. As set forth in Section 2.6 , if Customer does not cancel Services following a Trial Period, this Agreement and Customer’s right to access and use the Services will continue at the end of the Trial Period and Customer’s Credit Card will be charged in accordance with the Order Form.
6.4.6. Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, GS will charge Customer’s Credit Card (or invoice Customer directly) for any outstanding fees for Customer’s use of the Services during the Subscription Term, after which GS will not charge Customer’s Credit Card for any additional fees.
6.5. Suspension of Service. If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), GS reserves the right to suspend Customer’s access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. GS also reserves the right to suspend Customer’s access to the Services without liability to Customer if Customer’s use of the Services is in violation of the terms of this Agreement.
7.1. GS reserves the right at its discretion to modify, reduce or increase the Fee associated with the Services (the “Fee”), the maximum number of calls available to You under such Usage Plans, and may modify, discontinue or introduce pricing models or any other aspect or feature of the Services, at any time and for any reason.
7.2. You are responsible for payment of the Fee. Upon Your registration to the Services, GS will charge the Fee through the payment method supplied by You in Your Registration. Thereafter, the Fee will be charged on an ongoing monthly basis at the beginning of each monthly renewal cycle, unless You request termination of the Services per Section 6.4 of this Agreement.
7.3. If You request a change to Your Usage Plan mid-billing cycle, any fees for any remaining usage on your previous Usage Plan shall not be prorated or refunded.
7.4. You shall be responsible for, and shall indemnify and hold GS harmless from, all withholding, federal, state and local taxes, duties or excises arising out of the transactions contemplated by this Agreement.
8.1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.
8.2. Termination for Convenience. GS may terminate this Agreement at any time at its convenience.
8.3. In addition, GS may terminate Your use and this Agreement at any time, for any reason, including, but not limited to, if You engage in any action that reflects poorly on GS or otherwise disparages or devalues the GS Brands or GS’ reputation or goodwill.
8.4. Termination for Cause. Either Party may terminate this Agreement (i) if either Party is in default of any material provision of this Agreement and such default is not cured within thirty (30) days of receipt of written notice, the non-breaching Party shall have the right to immediately terminate this Agreement or (ii) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings which are not dismissed within ninety (90) days, upon the other Party’s making an assignment for the benefit of creditors, or upon the other Party’s dissolution or ceasing to do business without a successor. In the event of GS’ termination of the applicable Order Form or this Agreement arising from Section 8.4 (i), You shall be liable to pay the full amount of the Service fees payable under this Agreement or if Fees has already been paid in full, You shall not be eligible to receive a refund of the pre-paid unused fees up until the termination date.
8.5. GS shall have the right, in its sole discretion, to review, audit, and terminate Your use of the Services, at any time including during the Trial Period, and for any reason, including but not limited to if your use of the Services and GS Data Content does not abide by these Agreement, and such termination shall render null and void the Agreement between You and GS. GS shall not be liable to You for damages of any sort resulting from its decision to terminate your access to the Services.
8.6. Upon the expiration or termination of this Agreement for any reason, all the licenses granted in Section 3 shall automatically terminate without any further action;
8.6.1. You shall immediately:
8.6.1.1. discontinue all use of the GS Data Content and Services.
8.6.1.2. remove all GS Data Content and Services from the registered Digital Product(s).
8.6.1.3. shall promptly return all GS Data Content and any copies or derivatives thereof to GS or, at GS’ option, securely destroy such data and certify its destruction in writing.
8.6.1.4. remove all links to the GS Website from the registered Digital Product(s).
8.6.1.5. destroy or return all materials that include the GS Brands and GS will be entitled to written certification of any such destruction upon request.
8.6.1.6. reconfigure and/or reprogram their respective systems and products to disable GS Data Content and Services.
8.6.1.7. cease all advertising and promotion of GS Data Content and Services and, to the extent possible, cancel pending advertising that has not yet been published or otherwise distributed.
8.6.2. The Parties collectively shall immediately:
8.6.2.1. cease all use of the other’s trade names, trademarks, service marks and/or logos and discontinue use of all materials which reference the other Party, its products or services.
8.6.2.2. remove all links to the other Party’s website(s).
8.6.2.3. at its own expense, promptly return to the other all copies of the other Party’s Confidential Information.
9.1. GS’ collection of personal data is governed by the Privacy Policy located at https://www.greatschools.org/gk/privacy (or any other URL which may be decided by GS in its sole discretion from time to time). You understand and agree that GS may access, preserve and disclose Your information if required to do so by law or in a good faith belief that such access or disclosure is reasonably necessary to comply with legal process or to protect the rights, property and/or safety of GS, its affiliates or the public.
9.2. GS shall not intentionally deliver personally identifiable information (“PII”) in the GS Data Content. You acknowledge that GS hereby makes no warranties to such effect regarding its delivery or non-delivery of PII and shall not be liable in any way to You or any other third party regarding delivery of PII.
10.1. You acknowledge that the GS Data Content is confidential and proprietary and shall not be used for any purpose other than the specified Use Case in the Order Form.
10.2. You shall not use, reproduce, or modify the GS Data Content for training or enhancing generative artificial intelligence models or algorithms without the prior written consent from GS. This prohibition includes uploading or feeding any portion of the GS Data Content or Services into any generative AI tool or platform.
11.1. You agree not to disclose, share, or transfer the GS Data Content or access to the Services to any third party without the express written permission of GS.
11.2. You shall implement reasonable security measures to prevent unauthorized access to, or use or disclosure of the GS Data Content or Services.
12.1. This is a subscription agreement for access to and use of the Services. You acknowledge that You are obtaining only a limited right to the Services and that irrespective of any use of the words “purchase”, “sale” or like terms in this Agreement no ownership rights are being conveyed to You under this Agreement. You agree that GS retains all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, “GS Technology”). Except as expressly set forth in this Agreement, no rights in any GS Technology are granted to You. Further, You acknowledge that the Services are offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of any of the Services.
12.2. GS shall own all right, title and interest in and to any user data or information of any kind (“User Data”) obtained or derived by GS from the GS Websites. Such User Data will not be provided to You, and You shall not have any right to access or use such User Data.
12.3. You shall not assert any intellectual property rights against GS or its licensors to challenge GS’ or its licensors’ ownership of and rights in the GS Data Content. You acknowledge that the GS Data Content may contain “data compilations” subject to the Copyright Act of 1976 (codified at 17 U.S.C. §§ 101 et. seq.) and defined in Section 101 of that act as “a work formed by the collection and assembling of preexisting materials or of data that are selected, coordinated or arranged in such a way that the resulting work as a whole constitutes an original work of authorship.” You also acknowledge that the GS Data Content may contain information that is licensed by GS from third parties.
13.1. During the Term and for one (1) year thereafter, no Party may disclose to any person or entity, directly or indirectly, without the prior approval of the other Party: (a) any of the terms and conditions of this Agreement, or (b) any Confidential Information of the other Party, except on a confidential basis to its legal, financial or business advisors or as required to be disclosed under applicable law or by legal process. “Confidential Information” shall mean any data or information disclosed by the Disclosing Party in writing or orally and not generally known to the public, including but not limited to finances, concepts, marketing proposals, branding strategies, creative designs, technical data, web designs, trade secrets and know-how, research, product plans, products, product pricing and discounts, customer technical requirements, software, programming techniques, algorithms, services, suppliers, supplier lists, customers, employee lists, customer lists, markets developments, inventions, processes, technology, designs, drawings, engineering, apparatus, techniques, hardware configuration information, documentation, marketing, forecasts, business strategy, or other business information that would be reasonably understood to be confidential. For the avoidance of doubt, the GS Data Content may include but not limited to data generated from a business registry data, court data or other publicly sourced data in whole or in part ; and regardless of its source, the Licensee acknowledges and agrees that GS Data Content shall be considered Confidential Information in the aggregate. “Confidential Information” shall not include information that (i) is known to the receiving Party at the time it receives Confidential Information; (ii) has become publicly known through no wrongful act of the receiving Party; (iii) has been rightfully received by the receiving Party from a third party whom the receiving Party believes is authorized to make such communication without a confidentiality restriction; or (iv) has been independently developed by the receiving Party without reference to or reliance upon the disclosing party’s Confidential Information. Each Party shall be deemed to have fulfilled its confidentiality obligations hereunder if it affords another Party’s confidential information the same degree of confidentiality as it affords its own sensitive business information but in no event less than a reasonable degree of care.
13.2. Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such Party will use reasonable efforts to obtain confidential treatment or a protective order or to redact any competitively sensitive information, such as pricing) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.
14.1. GS will defend, at its own expense, any Claim against You to the extent that it is based on a claim that any materials licensed or provided to You hereunder, including, but not limited to, the GS Data Content or Services, infringes a patent, copyright, trade secret or other intellectual property right of a third party, and GS will pay any costs, fees, expenses and final judgment against You based thereon; provided, however, that the foregoing obligation to defend will not apply to the extent that any such Claim is the result of, or based upon, Your improper use of such licensed materials.
14.2. You will defend GS from, or settle, any Claim caused by or arising out of: (a) Your use of the services in violation of this Agreement (b) violation of applicable law and (c) infringement or misappropriation of the intellectual property rights of a third party and will indemnify and hold harmless GS from all: (i) Losses finally awarded against GS by a court in such Claim (ii) Losses that You agrees to pay to any third party to settle such Claim and (iii) out of pocket costs (including reasonable attorneys’ fees) reasonably incurred by GS in connection with the defense of such Claim (other than attorneys’ fees and costs incurred without Your consent after You have accepted defense of the Claim).
14.3. Conditions. The indemnity obligations hereunder are conditioned upon the Party seeking indemnification giving the indemnifying Party: (a) prompt written notification of any potential Claim; (b) sole control of the defense and settlement of any Claim, provided, however, that the indemnifying may not admit to any wrongdoing, omission or responsibility without the indemnified party’s prior written consent; and (c) reasonable assistance, at the indemnifying Party’s request and expense, in the defense and settlement of any Claim. The indemnifying Party will not be responsible for any settlement agreed to by the indemnified Party that is not pre-approved in writing by the indemnifying Party.
15.1. IN NO EVENT WILL GS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY LOST REVENUES, LOST DATA, OR LOST PROFITS ARISING OUT OF, BASED ON, OR RESULTING FROM THESE AGREEMENT OR YOUR OR YOUR USERS’ USE OF THE SERVICES, GS DATA CONTENT, OR GS BRANDS, EVEN IF GS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THESE AGREEMENT, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST GS WITH RESPECT TO THESE AGREEMENT OR THE API, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE API BY TERMINATING THE API SERVICE PER SECTION 8 OF THIS AGREEMENT.
16.1. You warrant to GS that You have the right to enter into this Agreement and perform Your obligations hereunder in the manner contemplated by these Agreement and that these Agreement shall not conflict with any other agreement entered into by it.
16.2. Disclaimer. EXCEPT AS SET FORTH IN SECTION 16.1, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND GS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
17.1. For purposes of these Agreement, “Intellectual Property Rights” shall mean any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You acknowledge that GS or its licensors owns all right, title and interest, including without limitation to all Intellectual Property Rights, in and to the Services, and that You shall not acquire any right, title or interest to the Services or any Intellectual Property Rights therein.
In the event of any termination or expiration of the Agreement for any reason, Sections 7 through 19 shall survive termination. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating the Agreement in accordance with its terms.
19.1. Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered in person or sent by courier service, or by email to the address or email address of the Party set forth on the signature page or to such other address designated in writing by the receiving Party. Unless otherwise provided, notice shall be effective on the date it is officially recorded as delivered, as evidenced by delivery receipt or equivalent.
19.2. Amendment, Assignment. You cannot assign, transfer or sublicense this Agreement in whole or in part except with GS’s prior written consent. GS may assign this Agreement in whole or in part at any time without your consent.
19.3. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.
19.4. Entire Agreement. This Agreement contains the final and entire agreement of the Parties on the subject matter herein and supersedes all previous and contemporaneous verbal or written negotiations or agreements on the subject matter herein.
19.5. Waiver. The failure of either Party at any time to require performance by the other Party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either Party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.
19.6. Severability. If any provision of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent, the remainder of the Agreement, or the application of such provision in other circumstances, shall not be affected thereby, and each provision shall be valid and enforced to the fullest extent permitted by law.
19.7. Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, applicable to contracts wholly made and wholly performed in the State of California. The Parties agree that the federal and state courts located in or having jurisdiction over Oakland, California, shall have the exclusive jurisdiction over any action brought to enforce the rights and obligations in or arising from this Agreement and each of the Parties hereto irrevocably submits to the jurisdiction of such courts to the exclusion of all other judicial forum(s). THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LITIGATION RELATING TO OR ARISING FROM THIS AGREEMENT.
19.8. Injunctive Relief. Each Party acknowledges that the other Party may not have an adequate remedy at law in the event of any breach or threatened breach by the other Party of this Agreement pertaining to the proprietary rights, intellectual property or confidential information of the other Party, including, without limitation, the Content. Each Party therefore agrees that the other Party shall be entitled to equitable relief in addition to any remedies it may have under this Agreement or at law, and consents to the granting of any equitable relief without the posting of any bond or other security.
19.9. Anti Corrupt Practices. Each party shall comply with all applicable anti-corruption laws and regulations, including without limitation the US Foreign Corrupt Practices Act and the UK Bribery Act of 2010. the parties undertake that it, shall not, directly or through third parties, give, promise or attempt to give, or approve or authorize the giving of, anything of value to any person or any entity for the purpose of: (a) securing any improper advantage for either party; (b) inducing or influencing a public official improperly to take action or refrain from taking action in order for any party hereunder to obtain or retain business, or to secure the direction of business to either party; or (c) inducing or influencing a public official to use his/her influence with any government or public international organization for such purpose.
19.10. Counterparts. This Agreement, and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.
19.11. Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
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