contract

Four J's Software Supplement

EXHIBIT: FOUR J’S SOFTWARE SUPPLEMENT

Additional Definitions.  “Four J’s Software” means the object code version of the software provided to PowerSchool by Four J’S, Inc. (“Four J’s”) and identified under the name “Four J’s” in Exhibit B, herein.

  1. Ownership. Four J’s owns the Four J’s Software.
  1. Restrictions on Use of Four J’s Software. Client’s use of the Four J’s Software is subject to the following additional terms and conditions:
    1. Client has the right to use the Four J’s Software only in Object Code form, and only with the PowerSchool Licensed Software.
    2. Client acknowledges that the Four J’s Software is proprietary to Four J’s and is supplied by PowerSchool under license from Four J’s. Title to the Four J’s Software shall at all times remain vested in Four J’s or its designated successor.  Except for the right of use that is expressly provided to Client under the Agreement, no right, title or interest in or to the Four J’s Software is granted to Client;
    3. Client agrees that Four J’s shall not be liable for any damages, whether direct, indirect, incidental, special, or consequential, arising from the Client’s use of the Four J’s Software or related materials;
    4. Client acknowledges and agrees that Four J’s is a third party beneficiary of this Agreement;
    5. Client acknowledges and understands that the Four J’s Software may only be used by the number of users for the specific functions for which the license has been granted. The license is restricted to named users, employees of PowerSchool or a third party under contract with PowerSchool or an End-User using the Four J’s Software in conjunction with licensed Component. Assignment, timesharing or rental of the Four J’s software is strictly prohibited;
    6. For a period of ninety (90) days after the initial download of a copy of the Four J’s Software by PowerSchool (“Reseller”) (“Software Warranty Period”), Four J’s warrants that the Four J’s Software when used as permitted under this Agreement and in accordance with the Documentation (i) will operate substantially as described in the Documentation, (ii) will be free from any virus, Trojan horse, worm or other software routine designed to permit unauthorized access to the Four J’s Software or Documentation, or to disassemble, erase or otherwise harm the Four J’s Software, third party software operating in conjunction with the Four J’s Software, hardware or data or to perform other similar actions; and (iii) will not contain or implement any back door, time bomb, software lockout key or device, drop dead device or other software routine designed to improperly disable the Four J’s Software. Four J’s does not warrant that use of the Four J’s Software will be error-free or uninterrupted. Four J’s will at its own expense and as its sole obligation and the exclusive remedy for any breach of this warranty, use diligent efforts to correct any reproducible error in the Four J’s Software reported to Four J’s by Reseller in writing during the Software Warranty Period or, if Four J’s determines that it is unable to correct the error, Four J’s will upon return or destruction of the affected Software issue a refund. Any such correction provided shall not extend the original Software Warranty Period.
    7. PowerSchool shall be responsible for installation, initial training, support and first level problem shooting for Client;
    8. Client shall comply fully with all relevant export laws and regulations to ensure that neither the Four J’s Software or User Documentation is exported, directly or indirectly, in violation of applicable law;
    9. Four J’s Software is not specially developed, or licensed for use in any nuclear, aviation, mass transit or medical application or in any other inherently dangerous application. Client agrees that Reseller and its suppliers shall not be liable for any claims or damages arising from Client’s use of the Four J’s Software for such applications; and that Client agrees to indemnify and hold Reseller and its suppliers harmless from any claims for losses, costs, damages or liability arising out of or in connection with the use of the Four J’s Software in such applications.
    10. Upon termination of the Agreement, Client shall discontinue use of the Four J’s Software and return or destroy all copies of the Four J’s Software and Documentation.
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