TERMS OF SERVICE FOR PARTICIPATING SCHOOLS

School or Partner Terms of Service

Welcome to Better Schoolhouse! These Terms of Service (the "Terms") govern your participation in the Better Schoolhouse Community, including your use of any services offered by Better Schoolhouse (collectively, the "Better Schoolhouse Community").

These Terms are between Better Schoolhouse, a wholly-owned subsidiary of Lucky Pacific Networks, LLC, a California, USA. limited liability company ("BSH" or "Better Schoolhouse" or "we", "us" or "our") and you ("Partner"). Each of Partner and Better Schoolhouse are referred to herein as a "Party" and collectively as the "Parties".

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Membership

Sign-Up

You may have been pre-enrolled in the Better Schoolhouse Community program. To participate in the Better Schoolhouse Community, Partner agrees to verify pre-enrollment data and/or to provide truthful, accurate and complete sign-up information. Deposit of funds from BSH constitutes your acceptance of the terms of this agreement and verification of your pre-enrollment information. If any such information changes, Partner agrees to immediately update Partner’s account information.

Partner represents that Partner is an individual who is at least 18 years old and that you are a U.S. citizen or reside in the United States or its territories, and that Partner has the authority and are authorized to represent the school or cause that they are electing to "champion"; market for, coordinate for and receive the contributions for.

Partner are a 501(c) IRS status association.

If your cause is not a 501(c) you may contact support@betterschoolhouse.com to determine eligibility.

Voluntary Participation

Partner’s participation is purely voluntarily and either Partner or Better Schoolhouse may terminate Partner’s participation in the Better Schoolhouse Community at any time.

Upon termination, all rights and obligations of the Parties under this Agreement shall be extinguished, except that:

(a) all accrued payment obligations hereunder shall survive such termination; and

(b) the rights and obligations of the Parties under the following subsections of Section 4:(Covenants and Restrictions), (Limited Liability) and (Indemnification) shall survive such termination.

License

We hereby grant to Partner a non-exclusive, non-transferable license (without the right to sublicense) for so long as Partner participate in the Service and adhere to these Terms, to access, participate in and use the Better Schoolhouse Community and the services offered therein.

Partner agree that Partner obtain no rights other than the rights and licenses expressly granted in these Terms. Partner hereby grants to BETTER SCHOOLHOUSE, and BETTER SCHOOLHOUSE hereby grants to Partner a worldwide, royalty-free, non-exclusive, non-transferable limited license to use their respective company names, trade names, trademarks, Marks, Content, service marks and logos owned, or licensed for use (the "Licensed Materials"). Use is only to the extent necessary for performance under this Agreement. Use includes inclusion in press releases, marketing through online channels, search engines and similar technologies.

Each Party shall use the Licensed Materials in accordance with the parameters set forth in documentation and other instructions provided by each of Partner and BETTER SCHOOLHOUSE, as applicable. Except as authorized herein the Parties shall not sell, copy, or distribute the Licensed Materials or otherwise make any Licensed Materials available to any third party.

Partner may not reproduce, modify or save any third party content provided as a part of the Licensed Materials. Except as set forth herein, the License granted hereunder by BETTER SCHOOLHOUSE to Partner does not include the right to grant sublicenses or any other right to the Licensed Materials. All Licensed Materials shall remain the exclusive property of each Party or its licensors, as the case may be. No rights are hereby granted in and to the Licensed Materials or documentation, other than the limited license granted hereunder. The Parties shall protect the confidentiality of all the information relating to the Licensed Materials provided by the Parties to each other. The license granted by BETTER SCHOOLHOUSE in this Section shall cease upon termination of this Agreement. Partner may not use any name, trademark, service mark, domain name or other Intellectual Property Rights of any third party in connection with Partner’s participation in the Better Schoolhouse Community in any way or for any purpose that infringes or violates any Intellectual Property Rights or other rights of such third party.

Obligations

Partner will work exclusively with BSH for all "Programs" (as defined in section 3 of this agreement).

Partner will work in good faith to;

• announce, where applicable, the BSH program to your employees, Board of Directors, corporate partners etc;
• give BSH recognition, where applicable, on signage at conventions and events;
• invite your members to join BSH by using BSH tools to create and distribute email campaigns;
• provide a prominent placement on Partner’s website homepage of a clickable BSH banner or widget;
• offer BSH inclusion, where applicable, in all existing marketing and communications programs utilized by Partner, including emails, newsletter, Organization magazine, direct mails, trade shows, conferences, infomercials, advertisements, annual reports and public relations.

2. Contributions to Schools & Nonprofit Organizations

Membership Royalties & Tax Matters

Partner’s school or cause may receive royalties as a result of certain activities within the Better Schoolhouse Community. These royalties are in exchange for the use of Partner’s name and\or trademark.

Partner agree that Partner are solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with Partner’s participation in the Better Schoolhouse Community.

Payments By Better Schoolhouse

BSH is a participant in various arrangements with certain third parties that offer to Partner’s supporters the opportunity to earn contributions for Partner.

If Partner’s supporters complete an eligible transaction (for example, provision of lead data to a BSH merchant), then the third party is obligated to remit funds to Better Schoolhouse, which will then contribute a portion of those funds in Partner’s supporter’s name to Partner.

Partner acknowledges that these arrangements are operated by third parties and are not under the control of Better Schoolhouse. We do not necessarily set the criteria for what constitutes an eligible transaction, nor always determine the amount that is to be paid to BSH as a result of an eligible transaction, and cannot assure Partner that the applicable third party will remit funds to us even if Partner’s supporter has satisfied the criteria for an eligible transaction. The amount of potentially eligible contributions is determined by transaction data provided to us by third parties. BSH is not obligated to confirm, and does not warrant or guarantee, the accuracy, truth or completeness of any data provided by such third parties. We are not responsible for any such third party’s failure to pay funds to us. No contributions will be made to Partner or any school or nonprofit organization until we have received the commitment from the applicable third party to pay the funds. The amount eligible for contribution to Partner is based on the amount that we actually receive from the third party and net of any chargebacks, refunds, or other amounts payable to or offset by the applicable third party. The Website does not determine which purchases are eligible for contributions, nor the percentage of the purchase price that is remitted to the Website.

The eligible portion of funds paid to us are allocated to Partner. Such allocated funds are held in a BSH account until such time as the total contributions to Partner, from supporters within the Better Schoolhouse Community, have exceeded a threshold established by BSH (currently $50 at the end of a given month). Partner acknowledge that Partner have no claim to any interest earned by such funds.

If the $50 threshold is not reached for a particular school, BSH will make royalty payments to said school on a quarterly basis in United States Dollars. Payments of amounts due may be accompanied with reports detailing how the amount due was calculated, and which users earned those funds.

3. Other Important Terms

No Spam

Partner agree that any use of email to supporters of the Better Schoolhouse Community or using tools available to Partner through the Better Schoolhouse Community must comply in all respects with these Terms of Service and any and all applicable laws, including the requirements of the Can Spam Act of 2003 and the rules promulgated thereunder.

Consent to receive email

Partner hereby consent to the receipt of all communications from us electronically through either (i) access to Partner’s account on our website or (ii) the email address that Partner provide to us in Partner’s account information.

Fraud, Abuse, etc.

Partner will not, and will not knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity in connection with Partner’s participation in the Better Schoolhouse Community.

Covenant Not to Solicit

During this Agreement and for a period of 6 months after termination of this Agreement, Partner agrees you will not, without the prior written consent of Better Schoolhouse, knowingly solicit, directly or indirectly, Better Schoolhouse’s existing clients, service providers or merchants, for the purpose of providing or receiving a service competing or substantially similar to any of the services set forth in Programs.

Compliance with Laws

Partner agrees that Partner’s use of the Better Schoolhouse Community shall comply at all times with all applicable federal, state, provincial and foreign laws, ordinances, rules, regulations, orders, judgments and decrees.

Customer Privacy

In connection with the performance of its duties under this Agreement, Partner agrees;

• (a) to comply with their own applicable published privacy policies as well as BETTER SCHOOLHOUSE’s privacy policies,
• (b) to comply with all applicable laws, rules, and regulations, whether federal, provincial, state, or local, concerning the privacy of customer information relating to participants in the BETTER SCHOOLHOUSE Program, including Members and
• (c) to ensure that any Member or other customer information will be used only for the purposes contemplated in this Agreement.
• (d) Partner represents and warrants that it has all necessary rights and approvals to deliver to BETTER SCHOOLHOUSE any personally identifiable information delivered to BETTER SCHOOLHOUSE by Partner or any of its agents hereunder.
• (e) As between Partner and BETTER SCHOOLHOUSE, any Member data, lead data, or shopping transaction data derived or collected hereunder shall be owned by BETTER SCHOOLHOUSE.

4. Other Legal Terms

DISCLAIMER OF WARRANTIES
THE BETTER SCHOOLHOUSE COMMUNITY AND ALL SERVICES OFFERED THROUGH THE BETTER SCHOOLHOUSE COMMUNITY ARE PROVIDED "AS IS, WHERE IS" AND "AS AVAILABLE." BETTER SCHOOLHOUSE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO ACCURACY, ADVERTISERABILITY, COMPLETENESS, CURRENTNESS, SECURITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OF THE BETTER SCHOOLHOUSE COMMUNITY OR ANY SERVICES OR OFFERINGS OFFERED THEREIN OR THAT YOUR USE OF THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE.

Representations and Warranties of Partner

Partner represents, warrants and covenants to BETTER SCHOOLHOUSE as follows:

None of the Marks or other Licensed Material furnished by Partner violates or infringes the intellectual property rights of any third party;

Partner will comply with all applicable federal, provincial, state, and local regulations, laws, and rules including, without limitation, any registration or filing requirements with any third party or governmental body or agency as it pertains to the operation of Partner as an association;

Partner has all necessary contractual rights and intellectual property rights to perform its obligations under this Agreement and the performance hereof shall not contravene, violate or conflict with or constitute a default under any applicable law, regulation or applicable order;

Partner has the full power and authority to execute and perform this Agreement, and the execution and performance of this Agreement by Partner does not and will not violate, contravene or conflict with any law, regulation, judicial order or agreement to which Partner is a party or by which it is otherwise bound.

When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of Partner and will be enforceable against Partner in accordance with its terms.

Limitation On Liability

If Partner reasonably determines that any service provided through the Better Schoolhouse Community does not materially meet our obligations under these Terms, then Partner must notify us in writing within ten (10) days of receiving any such allegedly nonconforming services. Partner’s failure to so notify us on a timely basis shall mean that Partner accepts such services, and we shall thereafter have no liability whatsoever with respect to such services. If Partner provides us with such a notice, we may, at our sole discretion, reperform the service in question or otherwise provide Partner with any substitution or replacement services in lieu thereof.

Any reperformance or provision of substitute or replacement services shall in no event be construed as an admission that the original service was nonconforming or otherwise improper, and Partner’s acceptance of the same constitutes Partner’s sole remedy and in such case constitutes our maximum liability for any such alleged breach of these Terms.

IF, NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED ON BETTER SCHOOLHOUSE OR ANY BETTER SCHOOLHOUSE RELATED PARTY, THEN YOU AGREE THAT THE TOTAL LIABILITY OF BETTER SCHOOLHOUSE OR ANY BETTER SCHOOLHOUSE RELATED PARTY, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND REPRESENTATIVES, TO YOU WILL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY BETTER SCHOOLHOUSE UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

YOU RECOGNIZE AND ACKNOWLEDGE THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE, IN LIGHT OF THE FACT THAT BETTER SCHOOLHOUSE IS PROVIDING THE SERVICE TO YOU AT NO CHARGE TO YOU.

NONE OF BETTER SCHOOLHOUSE OR ANY BETTER SCHOOLHOUSE RELATED PARTY WILL BE LIABLE TO YOU (WHETHER IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, EVEN IF SUCH PERSON WAS AWARE THAT SUCH DAMAGES COULD RESULT.

Any claim or cause of action arising out of Partner’s use of the Better Schoolhouse Community, these Terms or any other written BSH policy must be filed within one hundred twenty (120) days after such claim or cause of action arose or be forever barred.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION MAY NOT APPLY TO YOU.

Indemnification

Partner agrees to defend, indemnify and hold harmless BSH any BSH Related Parties, and its and their directors, officers, employees, agents, subcontractors and representatives for and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable attorneys' fees) that directly or indirectly arise out of or are based on;

• any misrepresentation or breach of any representation, warranty, or covenant made by Partner in these Terms;
• any conduct, or activity, error or omission by Partner, including in relation to Partner’s participation in the Better Schoolhouse Community or use of any service provided therein;
• any violation by Partner of any law, regulation or rule, and/or; any actual or alleged infringement by Partner of any Intellectual Property Rights or other rights of any person. BSH may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by Partner.
• BSH may participate in the defense of all claims as to which it does not assume defense and control, and Partner shall not settle any such claim without our prior written consent.

Amendments; Changes to Better Schoolhouse Community

BSH may, at any time, add to, remove or otherwise amend any or all terms, conditions and/or other provisions of these Terms. We may also, in our sole discretion, add, remove, suspend or discontinue any aspect of the Better Schoolhouse Community.

YOUR CONTINUED USE OF THE BETTER SCHOOLHOUSE COMMUNITY AND/OR ANY SERVICE OFFERED THEREIN AFTER NOTICE IS GIVEN TO YOU OF ANY CHANGE TO THE BETTER SCHOOLHOUSE COMMUNITY, OR AMENDMENT TO THESE TERMS ON OUR COMPANY BLOG OR OTHER COMMUNICATION MECHANISM SHALL CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH CHANGE OR AMENDMENT. IF YOU DO NOT WISH TO ACCEPT SUCH CHANGE OR AMENDMENT, THEN YOU MUST TERMINATE YOUR ACCOUNT WITH BETTER SCHOOLHOUSE AND CEASE USING THE BETTER SCHOOLHOUSE COMMUNITY.

Termination, etc.

Partner or BSH may, at any time, with or without cause, terminate these Terms and Partner’s participation on the Better Schoolhouse Community.

Partner may affect such termination by written notice to BSH subject to actual receipt thereof.

Alternatively, BSH may, in its sole discretion, suspend, limit, restrict, condition or deny Partner’s access to or use of all or any part of the Better Schoolhouse Community.

Effects of Termination

Upon any termination of these Terms, Partner’s right to use the Better Schoolhouse Community will terminate, and any and all licenses and rights granted to Partner under these Terms shall immediately cease and terminate.

All rights or remedies arising out of a breach of any of these Terms shall survive any such termination of these Terms. Any provision which by its terms are intended to survive any expiration or termination of these Terms, will survive any expiration or termination of these Terms.

Partner’s representations and warranties in these Terms shall survive execution, delivery, acceptance, performance, expiration or termination of these Terms.

Independent Contractors

The parties are independent contractors and nothing in these Terms shall confer upon either party any authority to obligate or bind the other in any respect.

Force Majeure

BSH shall not be liable to Partner by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, interruptions in telecommunications services or Internet facilities, or any other cause which is beyond the reasonable control of Better Schoolhouse, whether or not similar to the foregoing.

Assignability

Partner shall not assign or delegate any of the rights or obligations under these Terms, and any such attempted assignment or delegation shall be void. Subject to the preceding sentence, these Terms are binding on and inures to the benefit of the respective successors, heirs and assigns of each party.

Severability

If any portion of these Terms are held by a court with jurisdiction to be invalid or unenforceable, the remaining portions hereof, shall remain in full force and effect.

If any provision of these Terms shall be judicially unenforceable in any jurisdiction, such provision shall not be affected with respect to any other jurisdiction.

Governing Law; Consent to Jurisdiction; Jury Trial Waiver

These Terms shall be governed by and construed in accordance with the laws of the State of California, U.S.A., without regard to its conflicts of law principles.

Partner consents to the personal and exclusive jurisdiction of the Federal and California State courts sitting in San Mateo County, California, USA. EACH PARTY WAIVES RIGHTS TO TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

The U.N. Convention on the International Sale of Goods shall not apply to these Terms.

Entire Agreement; Third Party Beneficiaries

These Terms are the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of these Terms and any conflicting confidentiality agreements), representations, warranties or covenants between the parties with respect to such subject matter.

There are no third party beneficiaries of these Terms. The headings of sections or other subdivisions of these Terms will not affect in any way the meaning or interpretation of these Terms.

Notices

Notices to Partner also may be made via e-mail, regular mail, overnight courier or facsimile at Partner’s contact addresses of record as provided to us through Partner’s enrollment information. If Partner provide notice to Better Schoolhouse, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier, to: Better Schoolhouse, Care of Lucky Pacific Networks, LLC, 115 Everett Avenue, Third floor, Palo Alto, California, 94301

Notices sent by email or telecopy, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of Better Schoolhouse.