The ASSISTments Advantage Master Service Agreement

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.

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Intellectual Property

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.

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“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.

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Modification 

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.

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Term and Termination

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. 

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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. 

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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. 

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Payment Terms

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. 

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Governing Law

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

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Indemnification                  

‍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.

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Severability                             

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.                             

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Authorization

By purchasing The ASSISTments Advantage I represent and warrant that I am an authorized representative of a school, district or educational agency comprised of or with oversight of schools  (“Covered School”) with permission to enter into this Agreement on behalf of the Covered School(s), inclusive of staff members who will utilize Insights Hub and Instructional Support (together, “The ASSISTments Advantage”). I understand and acknowledge that The ASSISTments Advantage is for the use of school staff only, and that TAF does not authorize third parties to access The ASSISTments Advantage unless expressly provided in any subscription, order, license or scope of work. I further represent and warrant that I have read, understand and accept these Terms of Service, the Terms and Conditions (https://new.assistments.org/terms-and-conditions-assistmentsand the Privacy Policy (https://new.assistments.org/privacy-policy-assistments) on behalf of Covered School. The Terms of Use and Privacy Policy are hereby incorporated by reference. 

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If I choose not to accept these Terms of Service, the Terms of Use, and the Privacy Policy, I understand that I may not access or use The ASSISTments Advantage, which consists of the Insights Hub and Instructional Support materials. Terms not defined here have the meaning set forth in TAF’s Terms of Use and Privacy Policy.

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Privacy

The Agreement is inclusive of TAF’s Privacy Policy. TAF and Covered School agree to comply with all applicable federal, state and local law. In the event a Covered School is subject to the Family Educational Rights and Privacy Act (FERPA), TAF and the Covered School agree as follows:

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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.

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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. 

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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.

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Data Security

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.

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Covered School is responsible for managing the privacy and security of account credentials affiliated with The ASSISTments Advantage. As such, log-in and password information should not be shared or used by more than one individual in order to access the Insights Hub; to knowingly share account information is a violation of TAF's Privacy Policy and this Agreement. Covered School agrees to notify TAF immediately if it knows or suspects there has been unauthorized access to accounts or any other breach of security. TAF will comply with all applicable laws concerning sending appropriate notifications in the event of an unauthorized disclosure of personal identifying information.

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‍Warranties

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

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Disclaimer of Liability

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.

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Contact Information and Other Matters

If you have any complaints or questions about our Terms of Service, please contact us at

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The ASSISTments Foundation

482 Southbridge Street, #398

Auburn MA, 01501

contact@assistments.org