Parchment’s K-12 International Send Solution

 PARCHMENT SEND: K12 International

End-User Services Agreement

This End User Services Agreement (the “Agreement”) is a legal agreement between you, as an authorized representative of your accredited academic K12 institution (“you” or “Member”) and Parchment LLC, a Delaware corporation (“Parchment”) for the right to access the features and functions of the Parchment Send: K12 International service, as described herein (collectively, the “Parchment K12 Send Service”).

BY CLICKING “I ACCEPT” OR BY ACCESSING THE PARCHMENT K12 SEND SERVICES AND/OR YOUR CONTINUED USE OF THE PARCHMENT K12 SEND SERVICES PROVIDED ON OR MADE AVAILABLE THROUGH THIS WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND YOU (I) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT, (II) REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, (III) YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF MEMBER AND BIND MEMBER TO ITS TERMS AND (IV) THAT MEMBER IS AN ACCREDITED K12 ACADEMIC INSTITUTION AND IS NOT A LEGAL ENTITY PROVIDING SERVICES ON BEHALF OF OR AS AN AGENT OF A MEMBER.

Parchment provides the Parchment K12 Send Services solely on the terms and conditions set forth in this Agreement and on the condition that Member accepts and complies with them. If you do not accept all of the terms and conditions of this Agreement, do not register for the Parchment K12 Send Services or access any portion of the Parchment K12 Send Services. YOUR ACCESS AND USE OF THE PARCHMENT K12 SEND SERVICES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. YOUR CONTINUED USE OF THE PARCHMENT K12 SEND SERVICES CONSTITUTES YOUR ACCEPTANCE OF ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS ADDED TO THIS AGREEMENT IN THE FUTURE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO LICENSE TO PARCHMENT INTELLECTUAL PROPERTY OR SOFTWARE IS GRANTED (WHETHER EXPRESSLY OR BY IMPLICATION) UNDER THIS AGREEMENT.

Definitions.

1. “Authorized User” means any Member employee or contractor or such other individual as may be authorized by virtue of such individual’s relationship to, or permissions from, Member, to access the Parchment K12 Send Service pursuant to Member’s rights under this Agreement.
2. “Confidential Information” means any non-public material or information relating to a Party which it discloses or makes available to the other Party under this Agreement, including, by way of example, research, strategies, inventions, processes, technologies, designs, drawings, finances, or other non-public information or trade secrets that such disclosing Party treats as proprietary or confidential. Without limiting the foregoing, the Parchment K12 Send Services, Transactional Data, de-identified data, and any databases of Parchment (including any data models and data contained therein that is not Member-specific) are Confidential Information of Parchment.
3. “Credential” means a licensed transcript, academic certificate, enrollment verification certificate, graduation verification certificate, immunization records, birth certificate, special education records, or diploma of a Credential Owner.
4. “Credential Issuer” means the institution that issues, certifies, awards, and/or maintains the Credential of a Credential Owner.
5. “Credential Owner” means an individual who has registered for the Parchment Services and uses the Parchment website for the management of his or her Credential. Credential Owners may be provided access to the Parchment Services by their Credential Issuer.
6. “Credential Recipient” means an institution or an individual that receives (or is awarded) a Credential through the Parchment Services (for example, a college or employer or Credential Owner).
7. “Credential Requestor” means an authorized third party individual or institution that uses the Parchment Services to request electronic delivery and fulfillment of a Credential.
8. “De-Identified Data” means data for which the personally identifying information (e.g. name, email address, postal address) has been removed, and may include aggregated data, or statistics.
9. “Member Data” means the data, information and content provided by Member and/or Authorized Users through the Parchment Services, including Credentials, but excluding De-Identified Data and Transactional Data.
10. “Request” (whether or not such term is capitalized) means to digitally request the issuance and transmission of one Credential electronically to one Credential Recipient.
11. “Transactional Data” means any non-personally identifiable data or information generated from Authorized Users’ or credential owners’ or other third party’s use of the Parchment K12 Send Services, which may include, without limitation, the number of credential owners applying or requesting their Credentials be sent to a particular credential recipient, information provided to Parchment during registration, such as login details and test scores, and order history.

Parchment K12 Send Services; Usage Restrictions.

1. 1. Subject to this Agreement, Parchment grants to Member a non-exclusive, non-transferable, and non-sub-licensable limited right to permit Authorized Users to access the features and functions of the Parchment K12 Send Service solely for the purpose of fulfilling requests for electronic Credentials as set forth herein. Parchment reserves the right at any time and from time to time to modify, discontinue, or suspend, temporarily or permanently, it is offering of the Parchment K12 Send Services (or any part thereof) without notice or liability to Member or any third party.
   2. The Parchment K12 Send Services ordered and described herein shall enable Credential Owners to order and request delivery of Credentials from the Credential Issuer to Credential Recipients (also referred to as “Parchment Send”). Subject to Member’s compliance with this Agreement, Parchment will use commercially reasonable efforts to electronically deliver and/or to print and manually send Credentials to Credential Recipients following authorized Requests. Member hereby designates Parchment as the Member’s authorized provider in sending official copies of Credentials, on paper or electronically, to Credential Recipients, and agrees to provide such documents and certificates as Parchment reasonably requests, to confirm such authority to prospective Credential Recipients. The Parchment Services provides Member with several processing options while providing a secure and intuitive online workflow for current students/alumni to request their credentials to be sent to any recipient worldwide. The Parchment Services provide full tracking, notifications, and reporting to both the Member’s administrators and current students/alumni.

The Parchment Services shall be provided with the following features/functionality:

1. 1. Member and its Authorized Users will not: (a) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the ParchmentcK12 Send Service are compiled or interpreted, and Member acknowledges that nothing in this Agreement will be construed to grant Member any right to obtain or use such code; (b) create any derivative product from any of the Parchment K12 Send Service; or (c) allow third parties other than Authorized Users to gain access to the Parchment K12 Send Service. This Agreement terminates automatically if you breach any of these terms. In addition to termination for breach of the aforementioned terms, Parchment reserves the right to terminate your account and subscription at any time for any reason.
   2. Member will use the Parchment K12 Send Service only as contemplated by this Agreement and will not, nor will Member authorize any Authorized User, or other third party to, use the Parchment K12 Send Service to: (a) send any form of duplicative and unsolicited messages; (b) harvest, collect, gather or assemble information or data regarding other users without their consent; (c) transmit through or post on the Parchment K12 Send Service any unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors; (d) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs;  (e) interfere with or disrupt the integrity or performance of the Parchment K12 Send Service or the data contained therein;  or (f) attempt to gain unauthorized access to the Parchment K12 Send Service, computer systems or networks related to the Parchment K12 Send Service.
   3. Member may permit Authorized Users to access and use the features and functions of the Parchment K12 Send Service in accordance with this Agreement. As between Member and Parchment, Member will be responsible for all acts and omissions of Authorized Users, and any act or omission by such Authorized Users which, if undertaken by Member, would constitute a breach of this Agreement, will be deemed a breach of this Agreement by Member. Member agrees to promptly notify Parchment in the event of a security breach.
   4. Member agrees to comply with all applicable federal, state, county, and municipal, statutes, laws, ordinances, and regulations, including without limitation the Family Education Rights and Privacy Act (FERPA) and the General Data Protection Regulation (GDPR), in its acts and omissions relating to this Agreement, the use of the Parchment K12 Send Services and the processing of Credentials received through the Parchment K12 Send Services. Member agrees and understands that Member’s use of such Parchment K12 Send Services shall be in compliance with all applicable laws, including FERPA and GDPR, and shall not hold Parchment liable for any breach of relevant local, state, federal, or international laws or regulations caused by Member’s use of the Parchment K12 Send Services. Except as may be expressly provided in writing by Parchment, the use of the Parchment K12 Send Services for any other purpose other than as set forth in this Agreement is not permitted.

Requirement to Provide Member Data to Parchment. Certain Member Data may be required for the proper operation of the ParchmentcK12 Send Services. Member will make available in a timely manner at no charge to Parchment all Member Data required by Parchment for the performance of its obligations under this Agreement. Member will be responsible for and assumes the risk, responsibility and expense of: (a) any problems resulting from, the accuracy, quality, integrity, legality, reliability, and appropriateness of all such Member Data; and (b) acquiring, installing and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary for it and its Authorized Users to connect to, access, and use the Parchment K12 Send Services. Member acknowledges and agrees that it is the legal custodian of the Credentials and that Parchment will send or award the Credential as provided to Parchment by Member. Accordingly, Parchment is not responsible for any inaccuracies in the Member Data or Credential provided to Parchment.

Fees and Payment.

1. Annual Subscription.
   1. Member shall pay an annual pre-paid subscription fee of $5oo per year (“Subscription Fee”) as selected during registration for the Parchment K12 Send Services.
2. All Fees are non-refundable. Parchment, in its sole discretion, may increase the Fees following sixty (60) days written notice to Member, which will be effective as of the commencement of the next renewal term.
3. Payment Terms; Credit Card Authorization. During registration for the Parchment K12 Send Services, Member will be required to designate a payment method and provide credit card information. All fees will be deducted automatically from the credit card provided to Parchment by Member. Member hereby authorizes Parchment to automatically charge the credit card account for the Fees in advance as set forth in this Agreement and as selected by Member in Member’s registration for the Parchment K12 Send Service without any further authorization from Member. Member acknowledges that the foregoing authorization will remain in effect until Member cancels such authorization by providing written notice to Parchment. If Member’s credit card information on file is closed or the account information is changed, or if, for any reason, a charge is rejected, Member will immediately update Member’s credit card account or supply a new payment account. If Member is unable to update its credit card information, then Parchment will invoice Member for the amount outstanding, which will be due and payable within thirty (30) days of receipt. Parchment may suspend Member’s access to the Parchment Receive Services in the event of non-payment following notice and a five day period to cure.
4. Disputed Member must notify Parchment in writing of any dispute or disagreement with charges within thirty (30) days after the date of charge. Absent such notice, Member will be deemed to have agreed to the charges after the expiration of such time period.
5. Taxes. Member understands that all amounts payable under this Agreement exclude all applicable sales, use, excise, gross receipts, other taxes fees, duties and charges and all applicable export and import fees, customs duties and similar charges (other than taxes based on Parchment’s income) (collectively “Taxes”). Member agrees to be responsible for and to remit payment of all such Taxes  arising from the payment of any fees hereunder.  In the event that any state assesses liability for such Taxes to Parchment, Member agrees that, upon Parchment’s request, it will provide Parchment with documentary proof that such Taxes have been paid or it will provide a tax exemption certificate.  Any such Taxes imposed on any payments hereunder to Parchment will be Member’s sole responsibility and if Member fails to make such tax payments, Member agrees to pay all Taxes assessed to Parchment, along with applicable interest and penalties, within ten (10) days of demand therefor to Parchment.

Intellectual Property and Data.

1. Member Data. The parties acknowledge that Member alone shall determine the purposes for which and the manner in which Credentials and data are to be processed in performance of this Agreement. As between Parchment and Member, Member owns all right, title, and interest in and to the underlying Member Data. Subject to the terms of this Section 3, Parchment agrees to hold confidential (in accordance with state laws, federal laws and specifically as provided for under FERPA) all Member Data it receives, and will not read the contents of any such Credentials in the Parchment Services, except as necessary to process the transaction through the Parchment Services or store the data as part of Services or in the ordinary course of its business. The parties agree and understand that Parchment does not verify any Member Data or the contents of any Credentials as complete or accurate, nor does it provide verification of status or any other item. Notwithstanding the above, once Credentials are lawfully transmitted to a third party, the third party’s, and those acting on behalf of the third party’s, use of those Credentials is not governed by this Agreement.
2. Transactional Data. Parchment may utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze Transactional Data. To the extent that any Transactional Data is generated through the Parchment K12 Send Services and collected by Parchment, such Transactional Data will be solely owned by Parchment and may be used by Parchment for any lawful purpose, provided that the Transactional Data is used only in de-identified form and in a manner that does not permit the identification of any Credential Owner.
3. De-Identified Data. Parchment may create De-Identified Data from Member Data. Parchment may create De-Identified Data from any data it collects or receives in connection with the Parchment K12 Send Services. Parchment may use and disclose such De-Identified Data for any lawful purpose, provided that it is used in such a manner that does not permit the identification of any Credential Owner.
4. Intellectual Property Rights in Parchment Services. Member acknowledges that Parchment and its licensors own all Intellectual Property Rights in and to the Parchment K12 Send Services (including all components thereof) and all work product, developments, inventions, technology or materials provided under this Agreement. Parchment reserves all rights not expressly granted to Member in this Agreement. Member will not engage in any act or omission that would impair Parchment’s and/or its licensors’ Intellectual Property Rights in the Services, and any other materials, information, processes or subject matter proprietary to Parchment.  Member further acknowledges that Parchment retains the right to use the foregoing for any purpose in Parchment’s sole discretion.
5. Feedback. From time to time, Member and its Authorized Users may provide suggestions, enhancement requests, recommendations or other feedback relating to the operation or functionality of the Services (“Feedback”). Member will have no obligation to provide Feedback. Member hereby grants Parchment, and Parchment will have, a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
6. Analytics. As part of certain Parchment K12 Send Services, Parchment may provide Member with access to certain analytics and benchmarking data, which may include Transactional Data or De-Identified Data, and derivative works thereof, and other standard and/or customized reports prepared by Parchment for Member (all such reports, analytics, data, content and information, to be referred to as the “Analytics”). As between Member and Parchment, Parchment retains all right, title and interest in and to the Analytics, including all Intellectual Property Rights therein, except for any underlying member data provided to Parchment contained therein. To the extent Parchment provides Member with access to any Analytics, Parchment grants Member a limited, non-exclusive, non-transferable license, subject to this Agreement, to use and reproduce the Analytics solely for Member’s internal business use and for no other purpose. Member acknowledges that the Analytics are the Confidential Information of Parchment (and thus subject to the obligations in Section 5) and contain valuable trade secrets and other intellectual property of Parchment and its licensors. Member agrees that it will not, and will not permit any third party to: (a) reproduce (except as expressly permitted herein), modify, translate, or create any derivative work of all or any portion of the Analytics; (b) sell, rent, lease, distribute, sublicense, disclose, assign, transfer, or otherwise make available to any third party all or any portion of the Analytics; (c) make the Analytics available for access by anyone over a network or use the Analytics  on a service bureau or time sharing basis; or (d) use the Analytics  in any way to create products or services similar to or competitive with the Parchment Services.
7. Trademarks. Any trademarks of Parchment shall remain the proprietary property of Parchment and Member shall not have any right to use any trademark of Parchment without the prior written consent of Parchment.

Confidentiality. During this Agreement, each Party may have access to certain Confidential Information of the other Party. Each Party agrees: (a) not to disclose the Confidential Information of the other Party to anyone except its employees, contractors and advisors (“Representatives”) on a strict need to know basis and subject to a written duty of confidence, (b) to use the Confidential Information strictly for the performance or receipt of this Agreement and (c) to use commercially reasonable efforts to protect the confidentiality of the other Party’s Confidential Information.  This Section will not apply to Confidential Information that (i) is or becomes publicly available through no fault of the recipient, (ii) is already in the recipient’s possession at the time of its disclosure without any duty of confidence, or (iii) is independently developed by the recipient without reference to or use of the disclosing party’s Confidential Information and by personnel without access to such Confidential Information. Each Party may disclose Confidential Information to the extent required: (1) by securities laws, (2) to comply with a court or governmental order, or to comply with applicable law or (3) to establish or preserve a Party’s rights under this Agreement.  Each Party will be responsible for the acts and omissions of its Representatives related to any breach of this Section.

Term and Termination.

1. 1. This Agreement is effective as of the date of Member’s acceptance of this Agreement (“Effective Date”) and the subscription term and access to the Parchment Services will start on the Effective Date and will continue on an annual basis as indicated and selected during registration, until terminated as set forth in this Section 6.
   2. Member agrees and understands that Parchment may terminate this Agreement at any time, with or without cause.  Upon termination of this Agreement for any reason, Member agrees and understands that the rights to use the Parchment K12 Send Services granted under this Agreement shall immediately terminate.
   3. Member may terminate this Agreement with Parchment at any time by sending Parchment written notice requesting termination. Termination of this Agreement will not relieve Member of any liabilities or obligations accrued on or before the date of termination, or limit any other remedies available to Parchment arising out of Member’s breach of this Agreement. In the event of termination of this Agreement by Member for any reason or no reason, Member will not receive or be entitled to a refund of any Fees.

Warranty Disclaimer.

1. THE PARCHMENT K12 SEND SERVICES, PARCHMENT WEBSITE, AND ANY OTHER MATERIALS, DATA AND/OR SERVICES PROVIDED BY PARCHMENT ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND PARCHMENT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, NON-INTERFERENCE, VALUE OR ACCURACY OF DATA, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY PARCHMENT ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE.  PARCHMENT DOES NOT WARRANT THAT THE PARCHMENT K12 SEND SERVICES OR ANY OTHER INFORMATION, MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET MEMBER’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.  MEMBER ACKNOWLEDGES THAT PARCHMENT’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF MEMBER ONLY.
2. PARCHMENT’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PARCHMENT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT AS MAY BE SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN PARCHMENT AND YOU, PARCHMENT IS NOT RESPONSIBLE AND WILL HAVE NO LIABILITY FOR: (I) HARDWARE, SOFTWARE, OTHER ITEMS OR ANY CONTENT, SERVICES OR PRODUCTS PROVIDED BY ANY PERSONS OR ENTITIES OTHER THAN PARCHMENT, (II) DAMAGES OF ANY KIND THAT RESULT FROM THE DOWNLOADING OF ANY DATA, PROGRAMS OR ANY OTHER MATERIALS ON THE SITE OR THROUGH THE SERVICES, OR (III) THE FAILURES OF THE INTERNET OR ANY DATA OR TELECOMMUNICATIONS EQUIPMENT, SYSTEM OR NETWORK USED IN CONNECTION WITH THE SITE OR THE SERVICES.
3. LIMITATIONS OF LIABILITY.  UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL PARCHMENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE PARCHMENT K12 SEND SERVICES, EVEN IF PARCHMENT OR AN AUTHORIZED REPRESENTATIVE OF PARCHMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT NEITHER PARCHMENT NOR ITS AFFILIATES WILL BE LIABLE WITH RESPECT TO ANY MATTER OF THIS AGREEMENT UNDER ANY LEGAL THEORY (INCLUDING NEGLIGENCE) FOR ANY AMOUNT IN EXCESS OF ONE THOUSAND DOLLARS ($1,000).
4. EXCLUSIONS AND LIMITATIONS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PARCHMENT AND MEMBER. IF ANY OF THE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS SET FORTH ABOVE ARE FOR ANY REASON HELD TO BE INVALID OR UNENFORCABLE, THIS AGREEMENT AND THE BALANCE OF THE PROVISIONS HEREOF SHALL NONETHELESS REMAIN IN EFFECT.
5. MEMBER AND PARCHMENT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, THE SERVICES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
6. Indemnity. You agree to indemnify, defend and hold Parchment (and its parents, subsidiaries, affiliates, officers, directors, shareholders, agents, partners, customers and employees) harmless from any claim, demand, suit, damages, losses and costs (including reasonable attorneys’ fees) made by any third party due to or arising out of (i) your breach of this Agreement, or (ii) your violation of any law or the rights of any person or entity arising out of or related to the use of the Parchment K12 Send Services. This section does not impose additional indemnification requirements for institutions that have separate, current and written agreements with Parchment. Parchment agrees to indemnify, defend, and hold you harmless from any claim, demand, suit, damages, losses and costs (including reasonable attorney’s fees) made by any third party alleging that the Parchment Services misappropriate third party intellectual property rights.
7. Parchment may amend any term of this Agreement at any time by providing notice to Member.  Member’s continued use of the Parchment K12 Send Services constitutes your acceptance of the modified or amended Agreement.
8. This Agreement constitutes the entire agreement between you and Parchment, superseding any prior agreements between you and Parchment. This Agreement is governed by and construed in accordance with the laws of the State of Arizona without regard to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Maricopa, Arizona. The failure of Parchment to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Parchment’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
9. The communications between you and Parchment use electronic means, whether you visit the Site or send Parchment e-mails, or whether Parchment posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Parchment in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Parchment provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
10. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement for any cause beyond its reasonable control including, without limitation, acts of God, fire or other disaster or telecommunications, power or Internet failure.  The occurrence of any such event shall toll the time period provided in this Agreement for performance by the affected party.
11. Member’s payment obligations will survive termination or expiration of this Agreement.
12. Parchment will be permitted to use Member’s name and logo (subject to the appropriate party’s style guidelines to ensure proper placement or use by the other party) (a) in association with Parchment’s provision of the Services; and (b) on a client or partner list or partial client list during the term of this Agreement, provided that such list does not state or imply Member’s endorsement of Parchment or the Parchment K12 Send Services.