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NOTICE: This End-User License Agreement (EULA) is a legal agreement between You (Either Individually or Collectively on Behalf of your School District) and Overwatch Data Services, LLC’s Software named Manage1to1 (herinafter referred to as “Software”). You must read this agreement carefully before using the Software. By using the Software, you confirm the acceptance of the terms of this EULA. If you do not agree to the binding terms of this EULA, you must discontinue your use of the Software immediately. Continued use of the Software indicates your continued acceptance of the EULA Terms and any future changes.

1. Definitions

1.1 “Software” means the Manage1to1 Software program, documentation, User Interfaces, printed materials, excluding any third party components.

1.2 “Manage1to1” includes both Overwatch Data Services, LLC and the Manage1to1 Software.

1.3 “Agreement” means the EULA, Privacy Policy, and Terms of Service Agreements.

1.4 “EULA” means this End User License Agreement.

1.5 “You” refers to the individual or authorized individual representing the school district entering into this Agreement with Overwatch Data Services, LLC.

1.6 “Manage1to1 Corporate Website” refers to all owned properties navigable from https://www.manage1to1.com including online documentation, support, YouTube Channel, et. al.

1.7 “Support Center” refers to the Manage1to1 Corporate Website property https://support.manage1to1.com.

1.8 “Privacy Policy” refers to the Privacy Policy found here.

1.9 “Anonymous Usage Data” refers to the data collected by Manage1to1 in connection with the use of the Software by You. This includes (a) the public IP address accessing the system, (b) traffic flow patterns throughout the Software, (c) data utilized to prevent and mitigate server attacks and compromises, (d) license status. Additionally “Anonymous Usage Data” may also include end-user data including, but not limited to, browser version, internet speed, proxy usage, browser addons, screen resolution, and access frequency information. This data is collected in accordance with the Manage1to1 Privacy Policy.

2. Intellectual Property

2.1 No Implied License or Ownership. This acceptance of this Agreement will not grant You any right to any Manage1to1 Intellectual Property Rights or Ownership.

2.2 Property Rights. You agree that any Intellectual Property Rights remain the sole and exclusive property of Manage1to1.

2.3 Proprietary. Manage1to1 is considered proprietary property and remains with 100% ownership of Overwatch Data Services, LLC. Any third party trademarks, notices, product names, and property included in the Software may be the trademarks of their respective owners. These notices shall be appropriately noted in the Software in accordance with any third party Terms and Conditions.

3. Term, Termination, Payments, & Refunds

3.1 Term. The Agreement is effective beginning on your Start Date and automatically is expired upon reaching the end of your Term.

3.2 Termination. Upon the expiration/termination of this Agreement access to the Software will be suspended and data not accessible. Manage1to1 reserves the right to retain a copy of this data for it’s own backup purposes in accordance with internal backup policies however access to this data is not guaranteed and may be subject to administrative fees to be agreed upon.

3.3 Automatic Renewal. Unless otherwise specified, Manage1to1 will automatically extend and renew for an additional Term upon expiration. Payment is expected to be received prior to the renewal date. Notices are sent to the primary billing/district contact 45 days prior to the renewal date.

3.3 Suspension. Upon reaching 15 days past due for a renewal, Manage1to1 will restrict functionality to read-only called “Suspended”. While suspended any automated imports will cease and all reporting, exporting, and statistics will become unavailable. No modifications will be allowed to the system.

3.4 Payment Owed. In order to utilize Manage1to1 and as part of the license granted to You for use of Manage1to1, You shall pay Manage1to1 the amount as determined based upon your Student Count in accordance with any payment terms.

3.5 Refunds. Refunds are only issued in limited circumstances. As Manage1to1 offers a fully functioning demo prior to purchase, refunds are only offered for true software failure. Refunds are not available after 14 days from purchase under any circumstance.

3.6 Access Restriction. Upon reaching 45 days past due (15 day Suspension + 30 additional days) access will be fully restricted to Your Manage1to1 instance. Access will only be restored after full payment, including any late fees (3.7) are paid.

3.7 Late Fee. In accordance with our standard billing policies, a late fee will be assessed for each 30 day interval that an invoice is overdue at a periodic rate of 1.75% per month. (APR 21%) This rate is based on your past due balance at the end of each billing period. On a case-by-case basis, Late Fees may be delayed until the following renewal period.

4. License

4.1 License. The Software is licensed on a per-district basis and is to be used exclusively by that district. You are not permitted to sub-license, sell, or assign any license for the Software on either a temporary or permanent basis, to any other party for any reason.

4.2 Updates. The Software may be automatically updated at any time from Manage1to1. The updates are intended to enhance the Software. These updates are not published on any specific timeline, however they may be more or less frequent depending on the nature of the release. Bug fixes, new features, and general enhancements will be provided during Updates.

5. Warranty

5.1 Disclaimer. You accept the Manage1to1 Software “AS IS”. Manage1to1 is hosted in a secured facility with off-site replicate and provides a best-effort attempt to ensure maximum uptime.

5.2 Indemnity. You agree to defend and indemnify us against, and hold us harmless from, any and all damages, claims, losses and expenses arising from or connected with the operation of your district.

5.3 Some states do not allow exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

6. General

6.1 Manage1to1 reserves the right to update and/or modify this Agreement at any time, with or without notice. Upon updating of this Agreement, the last modified date will be updated promptly.

Last Updated: October 08, 2019

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