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<br /> <br /> <br /> 9 <br />File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. <br /> Last Revision: 9/29/2021 <br />trademarks, service marks and other intellectual <br />property. <br />16. CONFIDENTIALITY. A party (the "Receiving <br />Party") shall not disclose the disclosing party's (the <br />"Disclosing Party") Confidential Information to any <br />person or entity, except to the Receiving Party's <br />employees who have a need to know the <br />Confidential Information for the Receiving Party to <br />exercise its rights or perform its obligations under <br />the Agreement. Notwithstanding the foregoing, <br />each party may disclose Confidential Information <br />to the limited extent required (a) in order to <br />comply with the order of a court or other <br />governmental body, or as otherwise necessary to <br />comply with applicable law, provided that the <br />party making the disclosure pursuant to the order <br />shall first have given written notice to the other <br />party and made a reasonable effort to obtain a <br />protective order; (b) to establish a party's rights <br />under this Agreement, including to make required <br />court filings; or (c) in order to comply with NCGS <br />Chapter 132 Public Records law, provided that the <br />party making the disclosure pursuant to the law <br />shall first make reasonable efforts to have given <br />written notice to the other party to enable the <br />other party reasonable time to obtain a protective <br />order. Each Party's obligations of non-disclosure <br />with regard to Confidential Information are <br />effective as of the Effective Date and will expire <br />one year after the termination of the Agreement; <br />provided, however, with respect to any <br />Confidential Information that constitutes a trade <br />secret (as determined under applicable law), such <br />obligations of non-disclosure will survive the <br />termination or expiration of the Agreement for as <br />long as such Confidential Information remains <br />subject to trade secret protection under applicable <br />law. <br />17. PROTECTION OF EDUCATIONAL <br />INFORMATION. We understand and acknowledge <br />that in the performance of our Services, we may <br />have access to private and confidential information <br />regarding students, parents, guardians, faculty, <br />donors, employees, staff, alumni (collectively, <br />"Educational Information") that may be covered by <br />the federal Family Educational Rights and Privacy <br />Act ("FERPA"), or similar state laws. We will not <br />disclose, copy, or modify any Educational <br />Information without your prior written consent, or <br />unless otherwise required by law. We will notify <br />you if we become aware of a possible unauthorized <br />disclosure or use of Educational Information. <br />18. LIMITED WARRANTIES. We represent and <br />warrant that (a) we own the appropriate rights to <br />license and/or sublicense our Services (including <br />the Software); (b) the Services (including the <br />Software) will conform with any then-available <br />published specifications; (c) to the best of our <br />knowledge, our Software is free of any viruses, <br />Trojan horses, malware, spyware, ransomware or <br />other harmful code; and (d) that there have been <br />no violations of copyrights or patent rights in <br />connection with the Services (including the <br />Software) offered. We do not warrant that the <br />Services (including the Software) will be entirely <br />free from defect or error. EXCEPT AS SPECIFICALLY <br />STATED HEREIN, THE SERVICES (INCLUDING THE <br />SOFTWARE) ARE BEING PROVIDED ON AN "AS IS" <br />BASIS, WITHOUT WARRANTY OF ANY KIND. EACH <br />PARTY HEREBY EXPRESSLY DISCLAIMS ALL OTHER <br />WARRANTIES, WHETHER EXPRESS OR IMPLIED. No <br />advice or information, whether written or oral, <br />obtained from us, or any member of our Team, will <br />create any warranty not expressly made. If you are <br />a California resident, you waive California Civil <br />Code § 1542, which says: "A general release does <br />not extend to claims which the creditor does not <br />know or suspect to exist in his favor at the time of <br />executing the release, which if known by him must <br />have materially affected his settlement with the <br />debtor." <br />19. LIMITATIONS OF LIABILITY. The following <br />limitations of liability are applicable to the extent <br />allowable under North Carolina Law: <br />19.1 EXCLUSIVE REMEDY. TO THE EXTENT <br />ALLOWABLE UNDER NORTH CAROLINA LAW, <br />YOUR EXCLUSIVE REMEDY FOR ANY FAILURE OF <br />OUR OBLIGATIONS UNDER THE AGREEMENT <br />SHALL BE YOUR RIGHT TO TERMINATE THE <br />DocuSign Envelope ID: E67DC299-98E1-4682-B281-3085AC9FC5B4DocuSign Envelope ID: D8616E66-A1E5-427C-BF38-08F85D32580F