SCHOOL DISMISSAL MANAGER™ 60-DAY FREE TRIAL MASTER SERVICES AGREEMENT

Effective Date:  This agreement is effective upon acceptance of the terms contained within this Master Services Agreement ("Effective Date") between Horizon Marketing Group, Inc. (“Horizon”) and the party listed on the Free Trial Form you completed at www.schooldismissalmanager.com/freetrial.asp (“School”), and shall remain in effect the remainder of the current school year and will automatically renew year-to-year unless Horizon receives written notice to cancel pursuant to section 5 below. 

Horizon will provide School with a free 60-day, no-obligation trial of the School Dismissal Manager (SDM) web based solution.  After 60-days, School can decide to continue based upon the fees described in this master services agreement (MSA) and/or cancel the free trial of SDM.

School Dismissal Manager™:  Horizon shall provide School with access to School Dismissal Manager.  SDM is a web-based tool that allows parents to securely log in and advise their school when there is a change to their child’s normal dismissal routine. Additionally, SDM has an email and text messaging alert system for the School to use if they desire.  SDM is designed to display properly in Internet Explorer 9+, Google Chrome, Firefox, and Safari.   SDM also provides a mobile-sensitive web application for parents who want to use the system from smartphones and tablets.

School will upload their student roster database to SDM and follow the on screen instructions to set up the school.

Horizon will train the administrative staff (group session) in the use of the Admin system via phone and screen share at a mutually agreeable date and time prior to the activation of SDM.  Additional training is available on a time and materials basis.

There is a ‘Contact Us’ link on the parent interface page on SDM.  If a parent sends a message through this link, the message will be sent to both School and Horizon.  Questions relating to system or technical problems will be the responsibility of Horizon and we will respond promptly.  All other questions are the responsibility of School to address. 

This agreement also includes set up and access to the FastLane car line management module. FastLane allows for parents to ‘check in’ via the SDM mobile friendly site when they arrive at car line. The system will integrate the specific dismissal data for each day and merge it with the appropriate drivers and display for both classroom and administrators assisting in car line itself. Once in the cars, student can be “dismissed” and the live report will remove the car/driver from the queue.

Fees:    After the 60-day trial, the school if opting to continue the service shall pay Horizon the following fees for aforementioned SDM features. These fees will cover SDM initial annual set up , hosting and support for the remaining months in the current school year:

Annual School Set Up Fee (Per School):  $500 

Monthly Hosting and Support Subscription Fee (Per School): $150

Other: If the School requests a programming or functionality change to SDM or requires any other services not previously defined in this agreement, School shall pay Horizon’s then current hourly rates for those services.  The pricing for such services shall be agreed to under separate contract.

Taxes: School is responsible for payment of any and all sales, use, transfer, privilege, tariffs, excise, and/or other taxes and all duties, whether international, national, state, or local.

Payment At the end of the free trial: If School opts to continue using SDM School(s) shall be invoiced the Set-Up and monthly hosting and support fees for the remainder of the current school year (and fees for additional training and/or custom programming, if any).Thereafter, School will be issued an invoice for the following school year’s Annual Subscription and Hosting fees each June.  All payments are non-refundable.  All payments made to Horizon under this Agreement shall be in United States currency in the form of company check, cashier's check, electronic wire transfer, and/or credit card payment.  Payments not made within sixty (60) days shall be subject to late charges equal to the lesser of i) one and one-half percent (1.5%) per month of the overdue amount; or ii) the maximum amount permitted under applicable law. Horizon may suspend all services on seven (7) days’ written notice until the amounts outstanding are paid in full.

**Horizon may modify the Annual Subscription Fee after the initial 1st full year term upon thirty (30) days advance written notice to School.

Promotion:       School agrees that Horizon shall have the right to indicate in its promotional/marketing materials, including but not limited to www.schooldismissalmanager.com, that School is currently or has been a user of SDM. 

Term and Cancellation of Service:  Service shall begin immediately upon the completion of the 60-day free trial period.  School agrees to a term  of service extending through the current school year when the free 60-day trial expires.  At the completion of the current school year, this Agreement will automatically renew on a year-to-year basis unless School provides written notice of termination within thirty (30) days before the renewal date. 

Disclaimer of Warranty:  SDM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

SDM RESIDES ON SERVERS THAT ARE PROTECTED BY A FIREWALL AND ARE MAINTAINED AND MONITORED IN A FACILITY THAT IS PROTECTED BY ROUND-THE-CLOCK SECURITY.  HORIZON, HOWEVER, DOES NOT WARRANT THAT SDM WILL ALWAYS BE FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.

YOU EXPRESSLY AGREE THAT THE USE OF SDM IS AT YOUR SOLE RISK. NEITHER SDM NOR HORIZON MARKETING GROUP, INC., OR ANY HORIZON MARKETING GROUP, INC. AFFILIATES, SUBSIDIARIES, OFFICERS, AGENTS OR EMPLOYEES (hereinafter collectively referred to as “SDM/HMG”) WARRANT THAT SDM WILL BE UNINTERRUPTED OR ERROR-FREE.  NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SDM, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED THROUGH SDM. IF AT ANY TIME, YOU SUSPECT OR ARE CONCERNED THAT YOU HAVE NOT RECEIVED CORRECT INFORMATION THROUGH THE SDM TOOL REGARDING DISMISSAL, just as if you had received a note/telephone call/email regarding a change in dismissal procedure, IT IS YOUR RESPONSIBILITY TO CONFIRM THE CORRECT PICK UP INFORMATION WITH THE PARENT/GUARDIAN. 

Limitation of Liability:  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT AND/OR THE SERVICES PROVIDED HEREUNDER INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES. THE TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) TO THE OTHER SHALL NOT EXCEED THE TOTAL PRICE OF THE SERVICES RENDERED AS DEFINED IN THIS AGREEMENT.

School’s Responsibilities:

As a condition to School’s use of SDM, School agrees that:

1. It has full authority to enter into this Agreement and does not require additional approvals.
2. It will be the sole, authorized user of its account. School is responsible for maintaining the confidentiality of any user name and/or password used for accessing SDM, and is fully responsible for all activities that occur under its password or account. School agrees to immediately notify Horizon of any unauthorized use of its password or account or any other breach of security.  Should School authorize any third party to use its account, School hereby agrees to supervise all usage thereof.
3. It will not use SDM in a manner that could disable, overburden, or impair SDM or interfere with any other party's use and enjoyment of SDM.
4. It will not, on its own or through a third party, attempt to reverse engineer SDM.

Horizon’s Reservation of Rights: 

A.         Horizon reserves the right at any time to terminate or suspend School’s use of SDM and/or any parent/guardian’s use of SDM if you/they engage in activities that Horizon concludes, in its discretion, violates this Agreement, may cause damage to SDM or may cause damage to any other third party.

B.         Horizon reserves the right to allow third party advertisers to place advertisements on the parent’s SDM calendar page.  In no event shall such advertisements be for alcohol, tobacco, adult materials/services or any other content that is inappropriate.  These advertisements may include links to third-party advertiser’s websites. SDM is not responsible for the content of linked third-party sites and does not make any representations regarding their content or accuracy.  Such links are provided for the convenience of SDM users.

C.         Horizon reserves the right in its sole discretion to review, improve, modify, or perform upgrades to SDM.  Horizon reserves the right to shut down, or discontinue, temporarily or permanently, SDM or any content or information on SDM.  Horizon will advise School by notice on the SDM login screen no fewer than fourteen (14) days in advance if it intends to shut down SDM for more than 24 hours and/or discontinue SDM, either temporarily or permanently.  School agrees that Horizon shall not be liable to School or any third party for any modification or discontinuance of SDM.

D.         Horizon may assign its rights and responsibilities under this Agreement without prior advance notice to School.

Privacy of Information:  SDM does not disclose personally identifiable or private information of parent/guardian users and/or their children to third parties, including third party advertisers, except where such disclosure may be compelled by law or court order and/or where it is necessary, in Horizon’s discretion, to protect the safety of a child.  Personally identifiable information includes:  name, telephone number, email address, child’s name, age, grade, teacher, and school and dismissal information.  Horizon, however, may provide non-identifiable geographic and demographic information to third parties such as:  the number of schools using SDM in a certain geographic region, the number of families using SDM in a geographic region, and general demographic information of the users in a particular region (e.g., there are 12 schools using SDM in the Hartford, Connecticut area and the children attending such schools range in grades K-6).  This non-identifiable information may be shared with advertisers/potential advertisers on the SDM tool.   For more information regarding Privacy, please refer to SDM’s Privacy Policy on www.schooldismissalmanager.com.

Intellectual Property Rights:  The back end programming of SDM, as well as any artwork, text, video, audio, copy, graphics, images, logos and other information created by Horizon is owned by Horizon and is protected by copyright and other intellectual property laws under both United States and foreign laws.  Any use of the information and the content on SDM not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws. All rights not expressly granted herein are reserved to Horizon.

Indemnification:  Schools agrees to defend, indemnify, and hold Horizon, its affiliates, officers, directors, employees, agents, licensors, and suppliers harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, legal fees and costs, that is the result of School’s willful, wanton or reckless conduct, negligence or a violation of this Agreement. 

Miscellaneous:

1. Horizon is concerned about the privacy and safety of children when they use the Internet.  Schooldismissalmanager.com is intended for parent/adult use only and parents/adult users should take steps to ensure that usernames and passwords are not provided to children under the age of 13.  Horizon does not knowingly accept personally identifiable information from users who are under the age of 13. 
2. The headings in this Agreement are for convenience and reference only. They shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.
3. This Agreement is governed by the laws of the State of Florida without respect to its conflict of laws principals.  You expressly agree that exclusive jurisdiction for any dispute with Horizon or in any way relating to your use of SDM, resides in the courts of Hillsborough County in the State of Florida and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of Hillsborough County in the State of Florida in connection with any such dispute including any claim involving Horizon or its affiliates, subsidiaries, employees, contractors, officers, directors or agents.
4. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
5. No waiver of any of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
6. This Agreement as well as any written amendments to this agreement, including requests for customization to School’s SDM  home page as set forth in paragraph 3, constitutes the entire agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of this agreement, except as referenced herein. This agreement may be amended only by a written agreement signed by both parties. 
7. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute one and the same document.