These Terms are incorporated by reference into each Order Form executed by the company or individual herein identified as “Customer”, and The ASSISTments Foundation (TAF). These Terms and the Order Form together comprise a binding written agreement, for the purchase of The ASSISTments Advantage (which consists of access to the Insights Hub and Instructional Support) herein referred to as “Agreement”, between Customer and TAF, effective as of the date of mutual execution of the Order Form by TAF and Customer. TAF may amend these Terms at any time at its sole discretion, effective upon posting the amended Terms at the domain or subdomains of http://www.assistments.org where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with Customer.
The ASSISTments Foundation (TAF) retains ownership of The ASSISTments Advantage and its intellectual property (including and without limitation; copyrights, patents, trademarks and trade secrets). Also, including but not limited to, related software, images, photographs, animations, video, audio, music, text, and content). TAF is the sole owner and provider of all materials. Any unauthorized commercial use or distribution of them is strictly prohibited.
“ASSISTments” and the ASSISTments logo and materials displayed in ASSISTments and may constitute trademarks, trade names, or service marks (“Marks”) of TAF or its affiliates. TAF does not authorize the use of any such marks by a person or entity other than TAF and its affiliates.
Modifications to a Master Service Agreement and Order Form between TAF and Customer are effective only if confirmed in writing between TAF and an authorized representative of the Customer.
Subject to earlier termination as provided below, this Agreement is for the initial service term as specific in the Order Form. An additional Order Form will need to be executed by TAF and Customer in order to renew services beyond the initial service term specific in the Order Form.
Either party may terminate this Agreement upon thirty (30) days’ notice if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services.
TAF may terminate or suspend your access to The ASSISTments Advantage, including both the Insights Hub and Instructional Support, without notice if TAF believes that you have violated these Terms or have engaged in conduct that violates applicable law or it otherwise harmful to the interests of TAF or any other ASSISTments Advantage users.
Customer shall pay TAF the applicables fees described in the Order Form for the Services. Unless otherwise indicated, fees are billed upon approval of the Order Form by Customer and are due in full within 30 days of the date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection may result in immediate termination of Service.
This Agreement shall be governed, construed, and enforced in accordance with the laws of the state of Massachusetts, without giving effect to any principles of conflicts of law that would cause the application of the laws of any other jurisdiction. The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts in the state of Massachusetts for the resolution of any disputes or conflicts arising out of or related to this Agreement
Each party shall indemnify, defend, and hold the other party harmless from and against any and all claims, actions, suits, liabilities, damages, costs, and expenses (including, without limitation, attorney’s fees, and investigation costs to the extent permitted by law alleged or incurred arising out of or relating to any operations, acts, or omissions of the indemnifying party or any of its employees, agents, and invitees in the exercise of the indemnifying party’s right or the performance or observance of the indemnifying party’s obligations under this agreement. Prompt notice must be given of any claim, and the party who is providing the indemnification will have control of any defense or settlement.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of this Agreement as a whole, but this Agreement shall be interpreted as if such invalid or unenforceable provision was not a part of this Agreement.
Covered School appoints TAF as a "school official" as that term is used in FERPA Regulation 34 C.F.R §99.31 (a)(1)(i) and 34 C.F.R Part 99 et seq., with a "legitimate educational interest" to carry out its responsibilities under the Agreement.
Covered School also agrees that any school official that requests data is also deemed a School Official under FERPA or otherwise meets the requirements of FERPA for the release/transfer of student data without requiring the permission of the student.
TAF agrees to support Covered School’s compliance with FERPA, including operating under the direct control of Covered School with respect to its use of student information provided by Covered School or its students or teachers.
TAF maintains reasonable, industry standard security protocols appropriate to the type of data collected. This includes multiple safeguards to help protect against loss, misuse or alteration of information, including encryption of data in transit and at rest, use of two-factor authentication to access the system, regular software security updates and industry best practices for network and physical security.
You agree that your use of The ASSISTments Advantage is at your own risk. Efforts by TAF to modify the site or service shall not be deemed a waiver of these limitations. The ASSISTments Advantage, including all content, information or services provided through, or in conjunction with, The ASSISTments Advantage, is provided “as is,” without representation or warranty of any kind to you or any third party, including, without limitation, any express or implied warranties (1) of merchantability or fitness for a particular purpose, (2) of informational content or accuracy, (3) of non-infringement, (4) of quiet enjoyment, (5) of title, (6) that The ASSISTments Advantage will operate in an error free, timely, secure, or uninterrupted manner or (7) that The ASSISTments Advantage is compatible with any particular hardware or software platform
In no event shall TAF and its officers, directors, agents, employees, representatives, internal operating units, affiliates, subsidiaries, sublicensees, successors and assigns, independent contractors, and related parties (collectively, with TAF, the “TAF entities”) be liable to you or any third party for any loss of profits, loss of use, loss of data, interruption of business, or any direct, indirect, incidental, special or consequential damages arising out of or in any way connected with the use of The ASSISTments Advantage or with the delay or inability to use same, or for any breach of security associated with the transmission of sensitive information through The ASSISTments Advantage site, or for any information, products, and services obtained through or viewed on The ASSISTments Advantage site, or otherwise arising out of the use of same, whether based on contract, tort, strict liability, regulation, common law precedent or otherwise, even if TAF has been advised of the possibility of damages and even if such damages result from TAF’s negligence or gross negligence. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. In such states, TAF’s liability shall be limited to the fullest extent permitted by law. Additional disclaimers appear within the body of the site and are incorporated herein by reference. to the extent any such disclaimers place greater restrictions on your use of the site or the material contained therein, such greater restrictions shall apply.
If you have any complaints or questions about our Terms of Service, please contact us at
The ASSISTments Foundation
482 Southbridge Street, #398
Auburn MA, 01501