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    Service Agreement

    Last Update Dec 10, 2024

    This Service Agreement outlines the terms and conditions under which Tassel provides its graduation software solutions and services to educational institutions.

    Introduction

    This Service Agreement (the “Agreement”) is entered into as of the date of first use or execution of an ordering document (“Effective Date”) by and between Tassel Technologies, Inc., a Delaware corporation (“Tassel”) and the entity executing this Agreement (“Client”).

    Tassel provides certain software solutions and related services for use by educational institutions. Client desires to utilize Tassel’s services in connection with its educational programs.

    In consideration of the mutual covenants contained herein, the parties agree as follows:

    Definitions

    • “Authorized User” means those individuals authorized by Client to access and use the Services.
    • “Client Data” means any data, information or material provided or submitted by Client to Tassel in the course of utilizing the Services.
    • “Documentation” means Tassel’s standard user documentation relating to the Services provided by Tassel to Client either electronically or via hard copy.
    • “Services” means the specific services provided by Tassel as specified in an ordering document.

    Tassel Products and Services

    Subject to the terms of this Agreement, Tassel shall provide Client with access to and use of the Services and Documentation during the Term.

    Term and Renewal

    The initial term of this Agreement shall begin on the Effective Date and shall continue for the period set forth in the ordering document (“Initial Term”). Thereafter, this Agreement shall automatically renew for additional terms equal to the Initial Term (each a “Renewal Term”), unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

    Invoices and Payments

    Client shall pay Tassel the fees set forth in the ordering document. Unless otherwise stated in the ordering document, all invoices shall be due and payable within thirty (30) days of the invoice date. Late payments shall be subject to a late fee of the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by law.

    Billing Terms and Cancellation

    Tassel will bill client the total amount as outlined in the ordering document. Client may cancel service at anytime, but client will not be refunded for any unused time.

    FERPA Compliance

    To the extent that Client Data includes personally identifiable information from education records that are subject to the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g, Tassel shall be considered a “school official” with a “legitimate educational interest” as those terms are used in FERPA and its implementing regulations, and Tassel shall comply with FERPA.

    Data Security and Breach Notification

    Tassel shall maintain reasonable administrative, physical, and technical safeguards to protect the security, confidentiality and integrity of Client Data. In the event of a breach of such security that results in unauthorized access to Client Data, Tassel shall promptly notify Client of such breach and shall take reasonable steps to mitigate the effects of the breach.

    Termination

    Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice of the breach. Tassel may terminate this Agreement immediately if Client breaches Section 10 (Restrictions). Upon termination of this Agreement, Client shall cease all use of the Services and Documentation.

    Title IX, ADA, and WCAG Compliance

    Client is solely responsible for complying with Title IX of the Education Amendments of 1972 (“Title IX”), the Americans with Disabilities Act of 1990 (“ADA”), and the Web Content Accessibility Guidelines (“WCAG”). Tassel makes no representation or warranty regarding Client’s compliance with Title IX, the ADA, or WCAG.

    Authorized Users

    Client shall be responsible for (i) ensuring that all Authorized Users comply with the terms of this Agreement, (ii) maintaining the confidentiality of all user names and passwords, and (iii) all activities that occur under such user names and passwords. Client shall promptly notify Tassel of any unauthorized access or use of the Services.

    Restrictions

    Client shall not (i) modify, copy or create derivative works based on the Services or Documentation; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services; (iii) use the Services to develop a competing product or service; (iv) remove or alter any copyright, trademark or other proprietary notices contained in the Services or Documentation; (v) use the Services in any manner that violates any applicable law or regulation; (vi) sell, resell, rent, or lease the Services unless authorized in a separate agreement; or (vii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.

    Client Data

    Client owns all right, title and interest in and to the Client Data. Client shall be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data.

    Intellectual Property Protection

    Tassel owns all right, title and interest in and to the Services and Documentation, including all intellectual property rights therein.

    License

    Tassel grants Client a non-exclusive, non-transferable license to access and use the Services and Documentation during the Term solely for its internal business purposes.

    Reservation of Rights

    All rights not expressly granted to Client are reserved by Tassel.

    Confidential Information

    “Confidential Information” means any information disclosed by one party to the other, directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as “Confidential” or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Tassel’s Confidential Information includes, without limitation, the Services and Documentation. Client’s Confidential Information includes, without limitation, the Client Data.

    The receiving party shall hold the disclosing party’s Confidential Information in confidence and shall not disclose such Confidential Information to any third party without the disclosing party’s prior written consent. The receiving party shall use the disclosing party’s Confidential Information only for the purpose of performing its obligations under this Agreement.

    The obligations of confidentiality shall not apply to any information which (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party; (ii) was known to the receiving party prior to its disclosure by the disclosing party; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is required to be disclosed by law or court order.

    Small Business Certification

    Client acknowledges that Tassel is certified as a small business by the Small Business Administration.

    Warranties

    Tassel warrants that the Services will perform substantially in accordance with the Documentation.

    Disclaimer

    EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

    Limitation of Liability

    IN NO EVENT SHALL TASSEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, DATA, USE OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF TASSEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    TASSEL’S TOTAL LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO TASSEL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    Miscellaneous

    This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in Delaware, and each party irrevocably consents to the jurisdiction of such courts in any such suit, action or proceeding.

    This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter.

    No amendment to or modification of this Agreement shall be effective unless in writing and signed by both parties.

    If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

    The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

    Client may not assign this Agreement without Tassel’s prior written consent. Tassel may assign this Agreement without Client’s consent.

    This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.