End User District License Agreement

1.0       Introduction

Erie 1 BOCES has entered into agreements with several Vendors, under which Erie 1 BOCES has licensed certain software products from the Vendors for the benefit of participating Schools or School Districts that may obtain use of or access to the Vendors’ software and documentation through applicable CoSers. 

Erie 1 BOCES, having been granted a limited sublicensor right in the Licensed Products, hereby grants your School or School District a limited license to either access or use the License Products, as applicable. 

This End User District License Agreement (“EUDLA”) documents the rights, obligations and limitations governing your School’s or School District’s use of these Licensed Products.

Your School or School District acknowledges and agrees that by participating in the particular cooperative service, and by either executing a project agreement at the time of implementation of the software or by signing up for the cooperative service during participation and executing your School or School District’s AS-7 BOCES Service Contract, it agrees to the following rights, obligations and limitations in regards to use of the Licensed Products.

2.0       Protection of Intellectual Property

            2.1       As part of the Agreement, the Vendor retains all rights, title, and interest in the Licensed Products that they have licensed to Erie 1 BOCES, including all documentation relating to the software product.  Vendor reserves all intellectual property rights in its Licensed Products.

            2.2       The School or School District may not (i) transfer, assign, export, or sublicense the Vendor’s Licensed Products to any other person, organization, or entity, including through rental, timesharing, service bureau, subscription, hosting, or any other form of outsourcing; (ii) attempt to create any derivative version of the Vendor’s Licensed Products; (iii) remove or modify any marking or notice on or displayed through the Vendor’s Licensed Products, including those related to the Vendor’s proprietary rights in or to the Licensed Products; or (iv) decompile, decrypt, reverse engineer, disassemble, or otherwise reduce the computer code underlying the Licensed Product to human-readable form.

3.0       Ownership of Transferred Information

            3.1       If any of Vendor’s Licensed Products permits or requires the School or School District to enter, upload, or otherwise transfer information into the Product, then the owner of that information is the School or School District and not the Vendor or Erie 1 BOCES, even if Erie 1 BOCES or the Vendor assists with the transfer of that information.

            3.2       To the extent that the Agreement permits the Vendor to use or disclose aggregated or de-identified information entered, uploaded or transferred from the School or School District, by executing the AS-7 BOCES Service Contract regarding the Licensed Product(s), or by executing a project agreement at the time of implementation, the School and  School District consents to Vendor’s use or disclosure of aggregated and/or de-identified information.

4.0       Responsibilities of the Schools or School Districts

            4.1       The School or School District is responsible for the assignment of authorized user status to employees, students, the public, or any other persons or organizations that will access or use a Licensed Product on behalf of the School or School District.

            4.2       The School or School District is responsible for protecting the login credentials (such as usernames, passwords, biometric information) used by its authorized users to access or use a Licensed Product.

            4.3       The School or School District is responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of any information it creates and transfers, uploads, or enters into the Licensed Product.

            4.4       The School or School District is responsible for ensuring that it is not in violation of copyright or other intellectual property rights when it or one of its authorized users uploads content to a Licensed Product.

            4.5       The School or School District is responsible for ensuring that no person accessing a Licensed Product from a machine under the custody or control of the School or School District transfers, uploads, or enters into a Licensed Product any content that is defamatory, harassing, pornographic, “hate speech” as defined in any applicable law, or that constitutes bullying or cyberbullying or is otherwise offensive or unlawful.

5.0       Indemnification

            5.1       The Agreement between Vendor and Erie 1 BOCES defines their relative indemnification obligations to each other.  The Agreement does not provide a School or School District with a right to indemnification from Vendor through the Agreement.

            5.2       By executing the AS-7 BOCES Service Contract regarding the Licensed Product(s), or by executing a project agreement at the time of implementation, the School or School District agrees that it will indemnify Erie 1 BOCES, its officers, board members, employees and agents, and will hold them harmless from all liabilities, claims, expenses and losses (including attorneys’ fees and expenses), arising from or related to the failure of the School or School District or any of its authorized users to comply with the limitations of use of Vendor’s Licensed Product(s) or failure to fulfill the School or School District’s responsibilities for correct use of the Vendor’s Licensed Product(s). This means that the School or School District may be legally liable to Erie 1 BOCES if an employee, agent, student, or other individual using Vendor’s Licensed Product(s) misuses the Licensed Product(s) or fails to comply with the limitations and obligations described herein.

6.0       FERPA Compliance

            6.1       To the extent that Erie 1 BOCES acts on behalf of the School or School District to host, transfer, upload, or otherwise enter information owned by the School or School District into a Vendor Licensed Product, Erie 1 BOCES agrees to act as a school official with a legitimate educational interest and to comply with all applicable requirements of the Family Educational Rights and Privacy Act (FERPA).

            6.2       By signing up for the service through Erie 1 BOCES participation process and executing the AS-7 contract, or by executing a project agreement at the time of implementation, the School or School District represents that it complies with all applicable requirements of FERPA, including that it provides families and eligible students with an annual notice of their rights under FERPA and further represents that the definition of school official contained in the annual FERPA notice includes Erie 1 BOCES and Vendors.