contract

Ancile Pay Agent Supplement

EXHIBIT: ANCILE PAY AGENT SUPPLEMENT

  1. Additional Definitions. “Pay Agency Products” means the products and services of those vendors (in each case, a “Vendor”) that are identified in an Exhibit B (the “Pay Agency Products”).
  1. Pay Agent Designation. Customer designates PowerSchool as Customer’s pay agent for data processing related purchases and acquisitions, for the sole and exclusive purpose of allowing PowerSchool, on behalf of Customer, to make payment to each Vendor for Customer’s procurement of the Pay Agency Products and/or professional services under the terms and conditions of agreements (each a “Vendor Agreement”) to be executed and made by and between Customer and Vendor.  Customer covenants and agrees that it will promptly take all actions reasonably necessary to effect such designation of PowerSchool as Customer’s pay agent as provided for in this Section 2; and PowerSchool covenants and agrees that, promptly after receipt of payment from Customer, PowerSchool will make payment to each Vendor for Customer’s procurement of the Pay Agency Products.  For the avoidance of doubt, this Pay Agent Designation does not apply to any content development services that PowerSchool Education may provide to Customer under the terms of this Agreement.
  1. Pay Agency Products Procurement. PowerSchool will, as soon as reasonably practicable, obtain for Customer, as Customer’s pay agent, the Pay Agency Products from the Vendor, FOB Vendor’s place of business, for use by Customer in each instance pursuant to the applicable Vendor Agreement.  PowerSchool will remit payments made to PowerSchool by Customer promptly upon customary terms for the Pay Agency Products to the Vendor on behalf of Customer.  Customer is hereby advised that Vendor, and not PowerSchool, assumes all responsibility for and liability in connection with the Pay Agency Products.  PowerSchool is not authorized to make any representations or warranties that are binding upon Vendor or to engage in any other acts that are binding upon Vendor, excepting specifically that PowerSchool is authorized to represent the fees for the Pay Agency Products as the same is provided for in Exhibit B and to accept payment of such amounts from Customer on behalf of Vendor.  In no event will PowerSchool be deemed to have taken title or any similar right or interest in or of any Pay Agency Products in the chain of distribution to Customer, and title or such similar right or interest in or to the Pay Agency Products will be deemed to vest in Customer only as otherwise provided for in the Vendor Agreement. CUSTOMER UNDERSTANDS AND AGREES THAT THE CONFIDENTIAL INFORMATION OBLIGATIONS OF THIS AGREEMENT SHALL APPLY TO THE PAY AGENCY PRODUCT UNTIL POWERSCHOOL REMITS PAYMENT OF THE PAY AGENCY PRODUCTS LICENSE FEE TO VENDOR ON BEHALF OF CUSTOMER AND CUSTOMER HAS EXECUTED A VENDOR AGREEMENT WITH VENDOR as soon as reasonably practicable and without unreasonable delay.
  1. Term of Pay Agency. PowerSchool’s status as Customer’s pay agent will expire promptly after PowerSchool remits payment of the Pay Agency Product and/or Service Fees to Vendor on behalf of Customer. 
  1. Disclaimer of Warranties. Customer agrees and understands that POWERSCHOOL MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO THE PAY AGENCY SOFTWARE.  ALL WARRANTIES (IF ANY) ARE PROVIDED TO CUSTOMER BY VENDOR.  POWERSCHOOL EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  1. LIMITATIONS OF LIABILITY.
    1. (a) LIMITED LIABILITY OF POWERSCHOOL.  EXCEPT FOR ITS OBLIGATION TO REMIT PAYMENT RECEIVED FROM CUSTOMER TO THE VENDOR PURSUANT TO THIS AGREEMENT, POWERSCHOOL WILL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THE PAY AGENCY SOFTWARE.  IN NO EVENT WILL POWERSCHOOL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND/OR OTHER DAMAGES WHATSOEVER, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT POWERSCHOOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
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