The School hereby grants to SchoolOne a non-exclusive, worldwide license to use, adapt, reproduce and display the School’s name and logo and any and all trade names, trademarks, copyrighted or copyrightable material comprising or contained within such name and logo in the Services and in any collateral marketing and advertising materials used in connection with SchoolOne.com’s business, including, without limitation, SchoolOne.com’s website.School expressly grants to SchoolOne.com the right to disclose to third parties the fact that the School has become a member of SchoolOne.com for marketing or other purposes.

4.1  Representations of SchoolOne. SchoolOne represents and warrants to the School as follows:

4.1.1  SchoolOne has the power and authority to enter into and perform its obligations under this Agreement.

4.1.2  This Agreement constitutes the binding obligation of SchoolOne enforceable against SchoolOne in accordance with its terms.

4.2  Representations of the School. 

4.2.1  The School has the power and authority to enter into and perform its obligations under this Agreement.

4.2.2. This Agreement constitutes the binding obligation of the School enforceable against the School in accordance its terms.

4.3 Disclaimer of Warranty 

Neither the services nor SchoolOne.com are guaranteed to produce any revenue for the School and SchoolOne makes no representation, express or implied, that the School will derive any license fees from its participation in SchoolOne.com.Notwithstanding anything contained in this contract to the contrary, no warranty, express or implied, is made with respect to the services or SchoolOne. SchoolOne shall not, under any circumstances, be liable to the School or any other person for any special, incidental, consequential, or other damages resulting from the use of the services or participation in SchoolOne.com, including without limitation, reliance by any person on information obtained through the services, virus transmission, deletion or loss of files or email, loss of data or information of any kind, loss of profit, or liability to third parties, however caused, whether by the act or negligence of SchoolOne or otherwise.

5.1  The School’s Obligation.  Except as otherwise set forth in this Agreement, the School agrees to indemnify, defend and hold harmless SchoolOne, its officers, directors, employees, agents, representatives, successors and assigns, from and against any claim, demand, cause of action, debt, liability, including reasonable attorneys’ fees, arising out or of in connection with: (1) a breach of any of the School's representations, warranties or agreements hereunder; (2) the gross negligence or willful misconduct of the School; (3) a claim that the intellectual property provided to SchoolOne hereunder by the School infringes or violates the rights of any third parties, including, without limitation, intellectual property rights, or rights of publicity or privacy; (4) a claim that the data provided to SchoolOne by the School to service the SchoolProgress service infringes or violates the rights of any third parties, including, without limitation, intellectual property rights, or rights of publicity or privacy; and (5) any and all actions, suits, proceedings, demands, assessments, penalties, fines, judgments, costs and legal and other expenses incident to any of the foregoing.

5.2  SchoolOne’s Obligation.  Except as otherwise set forth in this Agreement, SchoolOne agrees to indemnify, defend and hold harmless the School, its officers, directors, employees, agents, representatives, successors and assigns, from and against any claim, demand, cause of action, debt, liability, including reasonable attorneys’ fees, arising out of or in connection with: (1) a breach of any of SchoolOne’s representations, warranties or agreements hereunder; (2) the gross negligence or willful misconduct of SchoolOne and (3) any and all actions, suits, proceedings, demands, assessments, penalties, fines, judgments, costs and legal and other expenses incident to any of the foregoing.

5.3  Notice.  In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim that the indemnified party believes falls within the scope of this Section 8. The indemnified party may, at is own expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

6.1  Governing Law/Jurisdiction/Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Jurisdiction and venue for any action or claim arising hereunder shall lie exclusively in the Cuyahoga County, Ohio, Court of Common Pleas, and each party irrevocably consents to the personal and subject matter jurisdiction of that court and to service of process.

6.2  Execution in Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The signature page of any counterpart, and facsimiles and photocopies thereof, may be appended to any other counterpart and when so appended will constitute an original.

6.3  Further Assurances.  Each party covenants and agrees to execute and deliver such further consents, certificates, affidavits, agreements, instruments and other documents as another party reasonably requests to effectuate the provisions of this Agreement.

6.4  Headings.  Section and paragraph headings are not to be considered part of this Agreement. They are included solely for the convenience of the parties and are not intended to be full and accurate descriptions of the contents of this Agreement.

6.5  Force Majeure.  If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by any flood, riot, fire, judicial, or governmental action, labor dispute, act of God, or any other similar cause beyond the control of such party, such party shall be excused from such performance under this Agreement.

6.6  Acceptance of Agreement.  Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not be effective until accepted by SchoolOne. The School’s submission of this Agreement shall constitute an offer by the School to become a member of SchoolOne pursuant to the terms set forth in this Agreement. Upon the School’s submission of this Agreement to SchoolOne, SchoolOne shall have the sole and exclusive right in its discretion to accept or reject the School’s submission. In the event that SchoolOne elects to accept the School’s submission of this Agreement, SchoolOne shall accept such submission and shall deliver to the School confirmation of such acceptance either electronically by electronic mail, or by other written means, to the e-mail or other address indicated by the School below.