K12 Free Trial Terms of Service

PARCHMENT AWARD : K12 DISTRICT RECORDS SERVICES

This      Parchment Award: K12 District Records Services agreement (the “Agreement”) is a legal agreement between      the accredited academic K12 institution (“you” or “Member”), of which you are an authorized representative, and Parchment LLC, a Delaware limited liability company (“Parchment”) for the right to access the features and functions of the Parchment      Award: K12 District Records Services credential service, as described herein (collectively, the “Parchment K12      District Records Service”). BY CLICKING “I ACCEPT” OR BY ACCESSING THE PARCHMENT K12 DISTRICT RECORDS      SERVICES AND/OR YOUR CONTINUED USE OF THE PARCHMENT K12 DISTRICT RECORDS      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 AND THAT THE PARCHMENT K12 DISTRICT RECORDS SERVICES ARE PROVIDED TO MEMBER SUBJECT TO THIS AGREEMENT BETWEEN MEMBER AND PARCHMENT, (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 District Records      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 District Records      Services or access any portion of the Parchment K12 District Records      Services. YOUR ACCESS AND USE OF THE PARCHMENT K12 DISTRICT RECORDS      SERVICES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. YOUR CONTINUED USE OF THE PARCHMENT K12 DISTRICT RECORDS      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.
  1. 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 Receive Premium  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 District Records 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,      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 Site 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. Supplemental Document” means a school report, school profile, letter of recommendation, counselor recommendation, teacher evaluation, immunization record, or unofficial test score. Supplmental Documents may be included with a Credential Request at no additional charge.
    12. “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 District Records 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.
  2. Parchment K12 District Records Services; Usage Restrictions
    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 District Records Services 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, its offering of the Parchment      K12 District Records Services (or any part thereof) without notice or liability to Member or any third party. 
    2. The Parchment      K12 District Records 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 followign 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. Fulfillment of receiver-initiated requests through the Document Request interface
      2. eCommerce features to define surcharges to be collected on behalf of the Member, including:
        • Support for different surcharges for current Students or Alumni
        • Support for administrative control of transactions subject to a surcharge (i.e. all transactions or transactions after the first ‘X’ transactions)
      3. Enhanced Credential upload options
      4. Full transactional reporting
      5. Administrative panel to manage the Member’s account including:
        • Grading Periods
        • Approval Settings
        • ‘To Do List’ Queues Settings
      6. Student Rosters & Registration Codes
        • As part of the implementation process, Members upload a Student Roster for the full student body (grades 9-12)
        • Parchment auto-generates a unique PIN for each student
        • Students (and parents) can use the PIN to register at a Parchment Site
      7. Common App integration with the Common App online school forms to deliver transcripts electronically to Common App member colleges
    3. 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 Parchment      K12 District Records Services 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 District Records Services; or (c) allow third parties other than Authorized Users to gain access to the Parchment      K12 District Records Services. 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
    4. 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 Parchment      K12 District Records Services 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 District Records Services; or (c) allow third parties other than Authorized Users to gain access to the Parchment      K12 District Records Services. 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.
    5. Member may permit Authorized Users to access and use the features and functions of the Parchment      K12 District Records Services 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.
    6. 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), the California Consumer Privacy Ac (CCPA) and the General Data Protection Regulation (GDPR), in its acts and omissions relating to this Agreement, the use of the Parchment      K12 District Records Services and the processing of Credentials received through the Parchment      K12 District Records Services. Member agrees and understands that Member’s use of such Parchment      K12 District Records 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 District Records Services. Except as may be expressly provided in writing by Parchment, the use of the Parchment      K12 District Records Services for any other purpose other than as set forth in this Agreement is not permitted.
    7. Requirement to Provide Member Data to Parchment. Certain Member Data may be required for the proper operation of the Parchmentc     K12 District Records 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 District Records Services. Member acknowledges and agrees that it is the legal custodian of the Credentials, has all rights to transfer the Credentials to Parchment for purposes of providing the Parchment K12 District Records Services, 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.
  3. Fees and Payment; Free Trial Period.
    1. Transactions; Transaction Fees. Current Credential Owners can request the digital and/or the print delivery of their respective Credentials to be sent to a Credential Recipient. Electronic delivery of the Credential (and any Supplemental Documents requested) is included at no charge with each Credential Request. Commencing with the first Renewal Term as defined in Section 6(a) below, Credential Requestors or Credential Owners, as applicable, will be billed a Credential Request Fee per transaction (the “Request Fee”) at Parchment’s then current rates per Request. The Request fee is paid by the Credential Requestor or Credential Owner, as applicable at the time of request. All fees are non-refundable. Parchment may update its Request Fee at any time in its sole discretion.
    2. Print and Mail Credentials. Credential Owners may elect to print and mail their Credentials at the time of request, subject to additional fees for U.S. domestic paper delivery and international paper delivery, per request. Such fees shall be at Parchment’s then current rates and shall be paid by Credential Owner at the time of each request. All fees are non-refundable. Parchment may update its shipping and handling fees at any time in its sole discretion.
    3. Surcharge. Member can add a surcharge to each transcript.  Surcharge amounts are decided by Member and may be adjusted by them using the Parchment K12 District Records Services administrator interface.  Parchment shall retain 20% of these surcharges actually collected by Parchment and remit the remainder to Member on a quarterly basis, no later than 15 days following the end of each calendar quarter, provided that the amount due is more than $500. If below $500, the balance will be carried to the next quarter and paid when the amount exceeds the minimum.
    4. 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.
  4. 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 District Records 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 District Records 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 District Records 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 District Records 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.
  5. 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.
  6. Term and Termination.
    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      for a period of three (3) months (the “     Initial Term     ”), at which point the Agreement will renew for subsequent period of twelve (12) months (each, a “Renewal Term”) unless either party provides written notice of cancellation to the other party thirty (30) days prior to the last day of the Initial Term or any subsequent Renewal Term. Commencing with the first Renewal Term, Credential Requesters or Credential Owners, as applicable, will be charged the Request Fee as defined in Section 3(a) above. In the event Member wants to purchase a subscription or additional services from Parchment, it must enter into a mutually agreed upon written agreement for the Parchment K12 District Records Services, executed by the Member and Parchment.
    2. Either Party may terminate this Agreement immediately upon written notice in the event that the other Party materially breaches this Agreement and thereafter has failed to cure any other material breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the terminating Party) within thirty (30) days after receiving written notice thereof. 
    3. Member agrees and understands that Parchment may terminate this Agreement at any time, with or without cause, during the Initial Term.
    4. Either Party may, at its option, terminate this Agreement immediately upon written notice to the other Party, in the event (a) that the other Party becomes insolvent or unable to pay its debts when due; (b) the other Party files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; or (c) the other Party discontinues its business; (d) a receiver is appointed or there is an assignment for the benefit of such other Party’s creditors.
    5. 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.
    6. 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.
  7. Warranty Disclaimer.
    1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that the execution and performance of this Agreement does not and will not violate any other contract, obligation, or instrument to which it is a party, or which is binding upon it, including terms relating to covenants not to compete and confidentiality obligations.
    2. FERPA Warranty. Parchment will comply with the regulations of FERPA which are applicable to Parchment. NOTWITHSTANDING ANYTHING ELSE SET FORTH HEREIN, PARCHMENT WILL NOT BE RESPONSIBLE FOR VIOLATIONS OF FERPA RELATED TO MEMBER’S PROCESSES NOT RELATED TO THE SERVICES.
    3. Member Warranties. Member hereby represents and warrants that it owns or otherwise has sufficient rights and all necessary consents to grant Parchment access to and use and display of the Member Data in accordance with this Agreement, and that its collection and provision of such Member Data complies with all applicable laws and does not violate any person’s right of privacy or publicity.
    4. EXCEPT AS EXPRESSLY WARRANTED ABOVE, THE PARCHMENT      K12 DISTRICT RECORDS 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 DISTRICT RECORDS 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.
    5. 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.
  8. LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL PARCHMENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF DATA, OR LOSS OF REVENUE, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE PARCHMENT      K12 DISTRICT RECORDS SERVICES, EVEN IF PARCHMENT OR AN AUTHORIZED REPRESENTATIVE OF PARCHMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR INDEMNIFICATION OBLIGATIONS, THE CUMULATIVE LIABILITY OF PARCHMENT TO MEMBER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO PARCHMENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
  9. 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.
  10. 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.
  11. 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 District Records 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.
  12. Parchment may amend any term of this Agreement at any time by providing notice to Member.  Member’s continued use of the Parchment      K12 District Records Services constitutes your acceptance of the modified or amended Agreement.
  13. Force Majeure. Either Party will be excused from performance of its obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law, acts of God, fire, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of that Party. Any delay resulting from any of such causes will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.
  14. This Agreement constitutes the entire agreement between you and Parchment, superseding any prior agreements between you and Parchment.      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. 
  15. 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.
  16. 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, pandemic, 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. 
  17. Member’s payment obligations will survive termination or expiration of this Agreement. 
  18. 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 District Records Services.