Student Center Agreement | Terms and Conditions | Agreement last updated April 30, 2020

Student Center Agreement

Terms and Conditions

This Student Center Agreement (the “Agreement”) is a legal agreement entered into by and between Tyler Tech LLC, a Pennsylvania limited liability company (“Tyler Tech”) and the entity agreeing to these terms (“Customer). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. This agreement governs the use of the Student Center software, www.studentcenter.tk, and other Student Center branded products and services made available by Tyler Tech (“Services”). If you do not unconditionally agree to all terms and conditions of this Agreement, you may not use Services. By using and accessing our Services you are acknowledging that you have read and understood this Agreement, agree to be legally bound by the Agreement and consent to the collection and use of your information as described in our Privacy Policy, available at https://tylertech.tk/student-center-privacy.

Student Center

Thank you for using Student Center. Student Center is a student management system created by Tyler Tech. Students, educators, schools, and other users can keep track of where students are in the building with Student Center. Student Center is useful in all situations from keeping track of who’s in the restroom, assisting educators in taking disciplinary action against a student, and even locating where students are in an emergency situation. 

Privacy

Tyler Tech takes the privacy of users, especially students, very seriously.  Information about the information collected through Services and how Tyler Tech uses that information is available in our Privacy Policy at https://tylertech.tk/student-center-privacy

End Users

Customer will obtain and maintain all required consents from End Users to allow (i) Customer to include End User Data in Customer Data; (ii) Tyler Tech’s provision of Service to End Users. As End User Accounts are created by Customer, End Users are governed by this Agreement.

COPPA and Parental Consent

The Children’s Online Privacy Protection Rule (“COPPA”) requires that if Service is used by children under 13 parental consent and notification is required. If Customer allows anyone under the age of 13 to use Services, Customer agrees to obtain parental consent, as required by COPPA, for the collection and use of personal information by Tyler Tech through Services as described in our Privacy Policy, available at https://tylertech.tk/student-center-privacy. Customer is solely responsible for complying with COPPA, meaning Customer must obtain consent from all parents or guardians whose children under the age of 13 will be accessing and using Services. If Customer is a school, school district, or teacher providing consent on behalf of parents or guardians, Customer may be required to provide adequate school credentials, provide a valid school email address, and/or sign a consent agreement. Any information collected through Services is only used by Tyler Tech to support a data-driven education environment. If Customer is affiliated with a school, you represent and warrant that you are authorized by your school or school district to use Services. Customer also represents and warrants that they agree to terms on behalf of Customers school or school district. If Tyler Tech learns that personally identifiable information was collected from a child under 13 without the proper consent, the information will be deleted as quickly as possible. If you believe that Tyler Tech has collected personally identifiable information from a child under 13 without the proper consent, please contact us via email at [email protected].

FERPA

FERPA is a federal law that protects personally identifiable information in student education records from unauthorized disclosure. Both Customer and Tyler Tech acknowledge that (a) Customer Data may include personally identifiable information from student education records that are subject to FERPA; and (b) to the extent that Customer Data includes data subject to FERPA, Tyler Tech will be considered a “School Official” (as that term is used in FERPA and it’s implementing regulations) and will comply with FERPA. By providing information to Tyler Tech that is subject to FERPA, Customer represents and warrants that Customer has fully complied with all FERPA requirements including obtaining all required consent to share the information with Tyler Tech. 

Advertising

Tyler Tech will not process Customer Data for advertising purposes and will not serve advertising to Customer through Services other than limited advertisements from Tyler Tech promoting Services and features of Services.

Publicity

Customer permits Tyler Tech to include Customer’s name or Brand Features in a list of Tyler Tech customers, online or offline, in promotional features, and to verbally reference Customer as a customer.

Intellectual Property

Unless explicitly stated, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. Customer owns all Intellectual Property Rights in Customer’s data and Tyler Tech owns all Intellectual Property Rights in Services. Customer hereby grants to Tyler Tech a non-exclusive, royalty-free, fully paid-up, worldwide, sublicensable, and transferable license to use Customer’s data as necessary to fulfill its obligations and exercise its rights hereunder.

Permitted Uses

Student Center Services are only permitted for use by (a) non-profit educational institutions and (b) other non-profit entities (as defined under the relevant state statutes). Customer agrees to not rent, lease, loan, sell, resell, sublicense, distribute, or otherwise transfer the licenses granted in connection with using the Services.

Purchase Orders

If Customer requires a Purchase Order number on its invoice, Customer must inform Tyler Tech and issue a Purchase Order to Tyler Tech. Any conditions on a Purchase Order do not apply to this Agreement and are null and void.

Payment and Fees

Tyler Tech reserves the right to charge Fees for Services. Customer will pay all Fees as set forth in an applicable Order Form, or as otherwise agreed upon, for the Services. Tyler Tech’s measurement will be used to determine Customer’s usage of the Services. All Fees are due thirty days from the invoice date. All payments are in U.S. dollars unless otherwise indicated in writing by Tyler Tech. Customer is responsible for any Taxes, and Customer will pay Tyler Tech for the Services without any reduction for Taxes. If Tyler Tech is obligated to collect or remit Taxes imposed on the Customer, the Taxes will be invoiced to the Customer unless Customer provides Tyler Tech with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. 

Termination

Either party may Suspend performance or terminate this Agreement if: (a) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (b) the other party ceases its operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (c) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

Customer has no obligation to use Services and may terminate this Agreement and discontinue use of Services for any reason (or no reason) at any time. Tyler Tech may terminate this Agreement and cease providing Services if Customer fails to pay invoices within a timely fashion.

If this Agreement terminates, then: (a) the rights granted by one party to the other will cease immediately; (b) Tyler Tech will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Tyler Tech’s then-current rates, if applicable, for the Services; (c) after a commercially reasonable period of time and upon explicit, written consent of Customer, Tyler Tech will delete Customer Data; and, (d) upon explicit, written request each party will promptly use commercially reasonable efforts to return, delete (by overwriting over time) or destroy all other confidential information of the other party.

No Waiver

Failure to enforce any provision of this Agreement will not constitute a waiver.

Severability

If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.

Disclaimer

SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. CUSTOMER AGREES THAT USE OF SERVICES WILL BE AT CUSTOMER’S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, TYLER TECH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND CUSTOMER’S USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TYLER TECH MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND TYLER TECH WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF TYLER TECH’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. TYLER TECH DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER, AND TYLER TECH WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, CUSTOMER SHOULD USE BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitations Of Liability

IN NO EVENT WILL TYLER TECH OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM CUSTOMERS USE OF THE SITE, EVEN IF TYLER TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TYLER TECH’S LIABILITY TO CUSTOMER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY CUSTOMER TO TYLER TECH DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification 

Customer agrees to defend, indemnify, and hold Tyler Tech harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of this Agreement; (3) any breach of Customer’s representations and warranties set forth in this Agreement; (4) Customer’s violation of the rights of a third party, including but not limited to Intellectual Property Rights; or (5) any overt harmful act toward any other user of Services with whom you connected via the Services. Notwithstanding the foregoing, Tyler Tech reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify Tyler Tech, and Customer agrees to cooperate, at Customer’s expense, with Tyler Tech’s defense of such claims. Tyler Tech will use reasonable efforts to notify Customer of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Governing Law

This Agreement and Customers’ use of the Services are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be entirely performed within the Commonwealth of Pennsylvania, without regard to its conflict of law principles. 

Force Majeure

In the event that Tyler Tech or Customer is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

Modifications

Tyler Tech may modify this Agreement from time to time. Such modifications shall immediately take effect upon posting to https://tylertech.tk/student-center-agreement. Customer will be notified of updates through email. If Customer does not agree with any changes to Agreement, Customer should stop using Services. Customer’s continued use of Services indicates that Customer has read, understood, and agreed to the current version of this Agreement. Tyler Tech reserves the right in its sole discretion to review, improve, modify, shut down, or discontinue, temporarily or permanently, the Services.

Definitions

“Agreement” means, as applicable, either this Student Center Agreement or the combination of an Order Form and this Student Center Agreement.

“COPPA” means the United States Children’s Online Privacy Protection Act of 1998.

“Customer Data” means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.

“End User” means the individuals that Customer permits to use the Services.

“End User Accounts” means a Tyler Tech-hosted account established by Customer through the Services for an End User.

“Fees” means ” the amounts invoiced to Customer by Tyler Tech for the Services (if applicable) as described in this Agreement.

“FERPA” means the United States Federal Educational Rights and Privacy Act.

“Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

“Order Form” means an order form, which is the written document provided by Tyler Tech specifying the Services Customer will purchase from Tyler Tech for a Fee (if any) under the Agreement. The Order Form will contain: (i) a signature block for Customer, or for both Customer and Tyler Tech; (ii) Fees (if applicable); and (iv) current Services Term for any End User Accounts.

“Purchase Order”  means a Customer issued purchase order.

“Privacy Policy” means the notice at the following URL: https://tylertech.tk/student-center-privacy, or such other URL as Tyler Tech may provide.

“Services” means those products, features, and functionality provided by Tyler Tech to Customer and described on the applicable Order Form. The Services are described here: https://tylertech.tk/student-center, or such other URL’s as Tyler Tech may provide.

“Suspend” means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

“Taxes” means any duties, customs fees, or taxes (other than Tyler Tech’s income tax) associated with the sale of the Services, including any related penalties or interest.

Agreement last updated April 30, 2020