TERMS AND CONDITIONS

 

Rock Kidz Online is owned by Rock Kidz Ltd and all services are provided through this company.

 

PLEASE READ THIS AGREEMENT BEFORE USING ROCK KIDZ SERVICES. BY ACCESSING OR USING ROCK KIDZ IDENTITY MANAGEMENT ROCK KIDZ ONLINE OR SERVICES OFFERING, YOU (“THE CUSTOMER”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR ROCK KIDZ ONLINE AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.

 

This Rock Kidz Online as a Service Agreement (“Agreement”) is entered into between Customer and Rock Kidz Ltd (“Rock Kidz”), with its principal place of business at 5 Springpool, St Helens, Merseyside, UK, WA9 3PL. Rock Kidz and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder.

 

1. DEFINITIONS

 

“Administrator User” means each Customer employee designated by Customer to serve as administrator of the Rock Kidz Online Resource on Customer’s behalf.

 

“Customer Content” means all data and materials provided by Customer to Rock Kidz for use in connection with the Rock Kidz Online Resource, including, email address and contact names.
 

“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by Rock Kidz to Customer regarding the use or operation of the Rock Kidz Online Resource.

 

“Host” means the computer equipment on which the Rock Kidz Online Resource is accessed, which is owned and operated by Rock Kidz or its subcontractors.
 

“Maintenance Services” means the support and maintenance services provided by Rock Kidz to Customer pursuant to this SaaS Agreement.

 

“Other Services” means all technical and non-technical services performed or delivered by Rock Kidz under this SaaS Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the Rock Kidz Online Resource and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.

 

“Resource” means the object code version of any Rock Kidz Online Resources to which Customer is provided access as part of the Service, including any updates or new versions.

 

“Rock Kidz Online Resource” refers to the specific Rock Kidz internet-accessible service identified in an online platform that provides use of Rock Kidz curriculum, training, assemblies and additional components that make up the resource centre, namely Rock Kidz Online that is hosted by Rock Kidz or its services provider and made available to Customer over a network on a term-use basis. 

 

“Subscription Term” shall mean that period specified in during which Customer will have on-line access and use of the Rock Kidz Online Resource. The Subscription Term shall renew for successive 12- month periods unless either party delivers written notice of non-renewal to the other party at least 30 days prior to the expiration of the then-current Subscription Term.

 

2. THE ROCK KIDZ ONLINE RESOURCE

 

2.1 During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the Rock Kidz Online Resource solely for your school subject to the terms of this Agreement.

 

2.2 Customer acknowledges that this Agreement is a services agreement and Rock Kidz will not be delivering copies of Rock Kidz Online to Customer as part of the Rock Kidz Online Resource.

 

3. RESTRICTIONS

 

Customer shall not, and shall not permit anyone to: (i) copy or republish the Rock Kidz Online Resource or content delivered within, (ii) make the Rock Kidz Online Resource or content thereof available to any person other than agreed school users, (iii) use or access the Rock Kidz Online Resource to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the Rock Kidz Online Resource or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Rock Kidz Online Resource used to provide the Rock Kidz Online Resource or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Rock Kidz Online Resource used to provide Rock Kidz Online, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the Rock Kidz Online Resource or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Rock Kidz shall own all right, title and interest in and to the Rock Kidz Online Resource, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to Rock Kidz.


 

4. CUSTOMER RESPONSIBILITIES
 

4.1 Assistance. Customer shall provide commercially reasonable information and assistance to Rock Kidz to enable Rock Kidz to deliver the Rock Kidz Online Resource. Upon request from Rock Kidz, Customer shall promptly deliver Customer Content to Rock Kidz in an electronic file format specified and accessible by Rock Kidz. Customer acknowledges that Rock Kidz ability to deliver the Rock Kidz Online Resource in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.

 

4.2 Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the Rock Kidz Online Resource, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Rock Kidz exercises no control over the content of the information transmitted by Customer through the Rock Kidz Online Resource. Customer shall not upload, post, reproduce or distribute any information, Rock Kidz Online Resource or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

 

4.3 Unauthorized Use; False Information. Customer shall: (a) notify Rock Kidz immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to Rock Kidz immediately and use reasonable efforts to stop any unauthorized use of the Rock Kidz Online Resource that is known or suspected by Customer or any user, and (c) not provide false identity information to gain access to or use the Rock Kidz Online Resource.

 

4.4 Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users. Rock Kidz shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.

 

4.5 Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. Rock Kidz or its licensors retain all ownership and intellectual property rights to the services, Rock Kidz Online Resource and content within, and anything developed and delivered under the Agreement.

 

4.6 Suggestions. Rock Kidz shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into Rock Kidz Online any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the Rock Kidz Online Resource.

 

5. ORDERS AND PAYMENT

 

5.1 Orders. Customer shall order the Rock Kidz Online Resource. All services acquired by Customer shall be governed exclusively by this SaaS Agreement and in the event of a conflict between the terms of a customer and this SaaS Agreement, the terms of the SaaS Agreement shall take precedence.

 

5.2 Deposit. Unless otherwise provided in the Schedule, Customer shall pay a deposit to Rock Kidz as provided on the invoice before services commence. Except in circumstances where expressly provided otherwise, deposits are non-refundable and non-transferable. All deposits must be paid in Great British Pounds. 

 

The non-refundable deposit does not affect the Customers right to withdraw from the agreement within 14 days of agreement for the provision of services between the Customer and Rock Kidz. 

 

5.3 Invoicing and Payment. Unless otherwise provided in the Schedule, Rock Kidz shall invoice Customer for all fees on the Schedule effective date. Customer shall pay all undisputed invoices within 30 days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in Great British Pounds, and must be paid by Customer to Rock Kidz in Great British Pounds.

 

5.4 Expenses. Customer will reimburse Rock Kidz for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. Rock Kidz shall notify Customer prior to incurring any such expense. Rock Kidz shall comply with Customer’s travel and expense policy if made available to Rock Kidz prior to the required travel.
 

5.5 Taxes. Rock Kidz shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the services. Customer shall not be liable for taxes based on Rock Kidz net income or capital.
 

6. TERM AND TERMINATION
 

6.1 Term of SaaS Agreement. The term of this SaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.
 

6.2 Termination. Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.
 

6.3 Suspension for Non-Payment. Rock Kidz reserves the right to suspend delivery of Rock Kidz Online if Customer fails to timely pay any undisputed amounts due to Rock Kidz under this SaaS Agreement, but only after Rock Kidz notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the Rock Kidz Online Resource shall not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that Rock Kidz shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Rock Kidz Online Resource resulting from Customer’s nonpayment.

 

6.4 Suspension for Ongoing Harm. Rock Kidz reserves the right to suspend delivery of the Rock Kidz Online Resource if Rock Kidz reasonably concludes that Customer’s use of the Rock Kidz Online Resource is causing immediate and ongoing harm to Rock Kidz or others. In the extraordinary case that Rock Kidz must suspend delivery of the Rock Kidz Online Resource, Rock Kidz shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. Rock Kidz shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the Rock Kidz Online Resource in accordance with this Section 6.4. Nothing in this Section 6.4 will limit Rock Kidz rights under Section 6.5 below.

 

6.5 Effect of Termination.

 

(a) Upon termination of this SaaS Agreement or expiration of the Subscription Term, Rock Kidz shall immediately cease providing the Rock Kidz Online Resource and all usage rights granted under this SaaS Agreement shall terminate.

(b) If Rock Kidz terminates this SaaS Agreement due to a breach by Customer, then Customer shall immediately pay to Rock Kidz all amounts then due under this SaaS Agreement and to become due during the remaining term of this SaaS Agreement, but for such termination. If Customer terminates this SaaS Agreement due to a breach by Rock Kidz, then Rock Kidz shall immediately repay to Customer all pre-paid amounts for any unperformed Rock Kidz Online Resource scheduled to be delivered after the termination date.

(c) Upon termination of this SaaS Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.
 

7. SERVICE LEVEL AGREEMENT

 

The Service Level SaaS Agreement (“SLA”) for Rock Kidz Online will be supplied upon request. The SLA sets forth Customer’s sole remedies for availability or quality of the Rock Kidz Online Resource including any failure to meet any guarantee set forth in the SLA.

 

8. WARRANTIES

 

8.1 Warranty. Rock Kidz represents and warrants that it will provide the Rock Kidz Online Resource in a professional manner consistent with general industry standards and that the Rock Kidz Online Resource will perform substantially in accordance with the Documentation. For any breech of a warranty, Customer’s exclusive remedy shall be as provided in Section 6, Term and Termination.

 

8.2 Rock Kidz warrants that Rock Kidz Online will perform in all material in accordance with the documentation. Rock Kidz does not guarantee that the Rock Kidz Online Resource will function or deliver content that is error-free or uninterrupted, or that Rock Kidz will correct all Rock Kidz Online Resource errors. Customer acknowledges that Rock Kidz may be subject to limitations, delays, errors of fact and any other problems inherent in the provision of curriculum and online platforms. This section sets forth the sole and exclusive warranty given by Rock Kidz (express or implied) with respect to the subject matter of this agreement. Neither Rock Kidz nor any of it’s licensors or other suppliers warrant or guarantee that the operation of the subscription service will be uninterrupted, virus-free or error-free, nor shall Rock Kidz or any of it’s service providers be liable for unauthorised alteration, theft or destruction of customer’s or any users data, files, or programs.

      

9. LIMITATIONS OF LIABILITY

 

Neither party (nor any licensor or other supplier of Rock Kidz) shall be liable for indirect, incidental, special or consequential damages, including, without limitation, damages for lost business, profits, data or use of any service, incurred by either party or any third party in connection with this saas agreement, regardless of the nature of the claim (including negligence), even if foreseeable or the other party has been advised of the possibility of such damages. Neither party’s aggregate liability for damages under this saas agreement, regardless of the nature of the claim (including negligence), shall exceed the fees paid or payable by customer under this saas agreement during the 12 months preceding the date the claim arose. the foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under sections entitled “restriction”, “indemnification”, or “Confidentiality”.

 

10. INDEMNIFICATION

 

10.1 Indemnification by Rock Kidz. If a third party makes a claim against Customer that the Rock Kidz Online Resource infringes any patent, copyright or trademark, or misappropriates any trade secret, or that Rock Kidz negligence or wilful misconduct has caused bodily injury or death, Rock Kidz shall defend Customer and its directors, officers and employees against the claim at Rock Kidz expense and Rock Kidz shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Rock Kidz, to the extent arising from the claim. Rock Kidz shall have no liability for any claim based on (a) the Customer Content, (b) modification of the Rock Kidz Online Resource not authorized by Rock Kidz, or (c) use of the Rock Kidz Online Resource other than in accordance with the Documentation and this SaaS Agreement. Rock Kidz may, at its sole option and expense, procure for Customer the right to continue use of the Rock Kidz Online Resource, modify the Rock Kidz Online Resource in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.

 

10.2 Indemnification by Customer. If a third party makes a claim against Rock Kidz that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend Rock Kidz and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.

 

10.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defence and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defence and settlement of the claim.

 

11. CONFIDENTIALITY

 

11.1 Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this SaaS Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this SaaS Agreement, Customer Content is deemed Confidential Information of Customer. Rock Kidz, Rock Kidz Online Resource and Documentation are deemed Confidential Information of Rock Kidz.

 

11.2 Confidentiality. During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of Rock Kidz Online Resource), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, Rock Kidz Online Resource or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

 

11.3 Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

 

12. GENERAL PROVISIONS

 

12.1 Non-Exclusive Service. Customer acknowledges that Rock Kidz Online Resource is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Rock Kidz ability to provide the Rock Kidz Online Resource or other resources, including any content or functionality first developed for Customer, to other parties.

 

12.2 Personal Data. Customer hereby acknowledges and agrees that Rock Kidz performance of this SaaS Agreement may require Rock Kidz to process, transmit and/or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting personal data to Rock Kidz, Customer agrees that Rock Kidz and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling Rock Kidz to perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided by or through Customer to Rock Kidz, Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Enabling Rock Kidz Online Resource and Rock Kidz SaaS. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any Rock Kidz SaaS User shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by Rock Kidz under this Agreement, including that such processing according to Customer’s instructions will not place Rock Kidz in breach of applicable data protection laws. Prior to processing, Customer will inform Rock Kidz about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions. Customer is responsible for ensuring that the Rock Kidz SaaS meets such restrictions or special requirements. Rock Kidz to process any Personal Data that meets the requirements set forth in this Section according to these Terms of Use.

 

12.3 Rock Kidz Personal Data Obligations. In performing the Rock Kidz Online Resource, Rock Kidz will comply with the Rock Kidz Services Privacy Policy, which is available at http://www.rockkidzonline.com/privacypolicy and incorporated herein by reference. The Rock Kidz Services Privacy Policy is subject to change at Rock Kidz discretion; however, Rock Kidz policy changes will not result in a material reduction in the level of protection provided for Customer data during the period for which fees for the services have been paid. The services policies referenced in this SaaS Agreement specify our respective responsibilities for maintaining the security of Customer data in connection with the SaaS Services. Rock Kidz reserves the right to provide the Rock Kidz Online Resource from Host locations, and/or through use of subcontractors, worldwide. Rock Kidz will only process Customer Personal Data in a manner that is reasonably necessary to provide Rock Kidz Online Resource and only for that purpose. Rock Kidz will only process Customer Personal Data in delivering Rock Kidz SaaS. Customer agrees to provide any notices and obtain any consent related to Rock Kidz use of the data for provisioning the Rock Kidz Online Resource, including those related to the collection, use, processing, transfer and disclosure of personal information. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Customer data.

 

12.4 Assignment. Neither party may assign this SaaS Agreement or any right under this SaaS Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this SaaS Agreement to an acquirer of all or substantially all of the business of such party to which this SaaS Agreement relates, whether by merger, asset sale or otherwise. This SaaS Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this SaaS Agreement, provided, however, that such party shall not be relieved of any obligation under this SaaS Agreement.

 

12.5 Notices. Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified UK mail, (b) when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, or (c) when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other party at the address set forth on the cover page of this SaaS Agreement.

 

12.6 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

 

12.7 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.

 

12.8 Severability. If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force.
 

12.9 Entire SaaS Agreement. This SaaS Agreement contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.

 

12.10 Survival. Sections 3, 6, and 8 through 12 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.

 

12.11 Publicity. Rock Kidz may include Customer’s name and logo in its customer lists and on its website. Upon signing, Rock Kidz may issue a high-level press release announcing the relationship and the manner in which Customer will use the Rock Kidz solution. Rock Kidz shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.
 

12.12 Export Regulations. Export laws and regulations of the United Kingdom and any other relevant local export laws and regulations apply to the Rock Kidz Online Resource. Customer agrees that such export control laws govern its use of the SaaS Services (including technical data) and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, Rock Kidz Online Resource programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.

 

12.13 No Third Party Beneficiaries. This SaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.

 

12.14 Independent Contractor. The parties have the status of independent contractors, and nothing in this SaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.

 

12.15 Statistical Information. Rock Kidz may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Customer’s data or include Customer’s name.
 

12.16 Compliance with Laws. Rock Kidz shall comply with all applicable local, national and foreign laws in connection with its delivery of the Rock Kidz Online Resource, including those laws related to data privacy, international communications, and the transmission of technical or personal data

 

12.17 Dispute Resolution. Customer’s satisfaction is an important objective to Rock Kidz in performing its obligations under this SaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this SaaS Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.
 

12.18 Signatures. This SaaS Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this SaaS Agreement by facsimile or other electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart.

 

APPENDIX

 

1. Support and Maintenance Services

 

Support and Maintenance Services are included in the SaaS Service subscription and entitles Customer to the following:

(a) Telephone (when available) or electronic support in order to help Customer locate and correct problems with the Rock Kidz Online Resource.

(b) Bug fixes and code corrections to correct Rock Kidz Online Resource malfunctions in order to bring such Rock Kidz Online Resource into substantial conformity with the operating specifications.

(c) All extensions, enhancements and other changes that Rock Kidz, at its sole discretion, makes or adds to the Rock Kidz Online Resource and which Rock Kidz furnishes, without charge, to all other Subscribers of the Service.

 

2. Response and Resolution Goals

 

“business hours” 9am-5pm, Monday to Friday, except holidays.

“Fix” means the repair and resolution of the Rock Kidz Online Resource component to remedy Problem.

“Problem” means a defect in content or the online platform namely “the Rock Kidz Online Resource”.

“Respond” means acknowledgement of a problem received.

“Workaround” means a change in the procedures followed or data supplied by Customer to avoid a Problem without substantially impairing Customer’s use of the Rock Kidz Online Resource.

 

3. Accessing Support

 

Rock Kidz will respond within 24 business hours. Upon confirmation of receipt Customer Support will provide reasonable effort for Workaround or Fix within 24 hours, once the Problem is reproducible or once we have identified the Rock Kidz Online Resource defect. Rock Kidz may incorporate Fix in future release of Rock Kidz Online Resource.

Customer Support will provide reasonable effort for Workaround or Fix within 7 business days, once the Problem is reproducible. Rock Kidz may incorporate fix in future release of Rock Kidz Online Resource.

Customer Support will provide reasonable effort for Workaround or Fix within 10 business days, once the Problem is reproducible. Rock Kidz may incorporate Fix in future release of Rock Kidz Online Resource.

Resolution of Problem may appear in future release of Rock Kidz Online Resource.

Customer Support offers several ways to resolve any technical difficulties. In addition to online help in the Rock Kidz Online Resource, which can be accessed by clicking the “Help” tab when logged into the Rock Kidz Online Resource, function-specific help information can also be accessed throughout the Rock Kidz Online Resource using the ‘?’ option.
 

The support email address is info@rockkidz.org.uk The support phone number is +447375454339

© 2021 ROCK KIDZ LTD | ALL RIGHTS RESERVED |  PRIVACY POLICY