SOFTWARE SERVICE AGREEMENT - 2023

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE AGREEING TO ENTER INTO THIS SOFTWARE SERVICE AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS SOFTWARE SERVICE AGREEMENT, THAT YOU UNDERSTAND IT, AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ALLOWED TO ENTER INTO THIS SOFTWARE SERVICE AGREEMENT.

This Software Services Agreement (“Agreement”) is entered into between: (a) Protecting Our Students Inc, a non-profit organization registered in the US (hereinafter referred to as the “Provider”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors-in-interest and assigns), and (b) the Client specified in the relevant Order Form (defined below).

1. BACKGROUND
Provider offers a software service known as SITE|SAFETYNET℠ (the "Service"). Client desires to use the Service, and Provider is willing to grant a license for such use, subject to the terms and conditions set forth in this Agreement.

2. LICENSE GRANT
Subject to the terms and conditions of this Agreement, Provider grants Client a limited, non-exclusive, non-transferable license to access and use the Service.

3. PAYMENT
Client agrees to pay Provider for the use of the Service in accordance with the payment terms and fees specified in a separate Pricing Agreement or invoice.

4. SUPPORT
Provider will provide Client with technical support and maintenance as specified in a separate Support Agreement.

5. CONFIDENTIALITY
Both Parties agree to maintain the confidentiality of any non-public information exchanged during the term of this Agreement.

6. TERM AND TERMINATION
The term of this Agreement will commence on the Effective Date and continue until terminated by either Party as specified in a separate Termination Agreement.

7. WARRANTIES
Provider warrants that the Service will perform substantially in accordance with the documentation provided. Client's exclusive remedy for any breach of this warranty is specified in a separate Warranty Agreement.

8. LIMITATION OF LIABILITY
Provider's liability for any claim arising under this Agreement will be subject to the limitations set forth in a separate Liability Agreement.

9. ENTIRE AGREEMENT
This Agreement, along with any referenced attachments or separate agreements, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements.