This agreement is made and entered into by Common Goal Systems, Inc (“CGS”), an Illinois Corporation with its principal place of business at P.O. Box 6, Elmhurst, Illinois 60126, and the Instructor for the use of TeacherEase ("Services"). This TeacherEase Terms of Service, constitutes the entire agreement (“Agreement”) between the parties.

The Instructor: When the Instructor is referenced in this agreement, all terms referenced shall apply to the Instructor who has registered for use of the Services, plus any students or parents which the Instuctor may have entered into the Services. the Instructor is reponsible for those users’ conformance to the agreement.

As Is: the Instructor understands that the Services are provided “as is.” CGS will make its best effort to maintain a properly functioning system and will respond to any malfunction as expeditiously as possible under the circumstances in existence when the non-conformance occurs. CGS makes no guarantee that the users and/or subscribers will not experience downtime, malfunction or problems due to network issues, software bugs, system failures, and/or unforeseen circumstance outside the control of CGS.

Third Party Fees: The Services need to be accessed via the Internet, the Instructor is responsible for maintaining the infrastructure required to access the Services, at its own expense.

Payment: The Instructor is initially granted a FREE subscription to the Services for a limited period of time as specified on the Services pricing page, http://www.teacherease.com/pricing.aspx. The Instructor has the option to extend the FREE subscription by performing the actions specified in the Incentive Program of the pricing page. The Instructor also may extend the expiration date by purchasing additional time on the subscription. If the current date passes the expiration date, the subscription has expired. In this event, CGS reserves the right to cancel immediately this Agreement in its entirety and suspend access to the Services.

Privacy: The Services store data of a confidential nature. CGS will not knowingly disclose or disseminate any confidential information to third parties without prior consent of the School. CGS may inspect certain confidential information for the purpose of system maintenance and to verify correct system operation.

Security: The Services have been designed to withstand breaches in the system from unknown entities. CGS will maintain the technical security of the Services to prevent unauthorized viewing of data; unauthorized modification of data; and denial of service to the user base.

Password Protection: Each user and Instructor will receive an account and password to access the Services. the Instructor is responsible for maintaining the confidentiality of the account and password information. the Instructor is fully responsible for all activities that occur under its password or account and by its users. the Instructor understands and accepts that CGS cannot be held liable for any loss or damage arising from the Instructor’s failure to comply with this paragraph.

Data Integrity: The Services are regularly backed up. In the unlikely event that the Services should experience system failure, CGS will make its best efforts to return the system to its exact state as it existed prior to the failure. In the event this is not possible, the most recent backup will be restored. the Instructor understands that such loss of data can occur.

System Availability: The Services have been designed to provide a highly available environment. However, the Services may become temporarily unavailable due to upgrades, system maintenance or unforeseen technical issues. In these instances, CGS will make its best effort to return the system to its functioning state as soon as feasible. the Instructor understands and accepts that said temporary system unavailability may occur throughout the duration of this Agreement.

Responsibility for Content: The Services function as a communication device between the Instructor and surrounding communities. The content of these communications are the sole responsibilities of the users from which this content originated. CGS does not control the content posted and, as such, does not guarantee the accuracy, integrity or quality of such content. CGS will not be liable in any way for content.

Member Conduct: Users shall not explore the Services and attempt to find security weaknesses. Any attempt to “hack” into the Services will result in suspension of the user’s privileges and notification of the Instructor.

Modifications to the Services: In an effort to improve quality, reliability, performance and features, CGS shall make changes to the Services throughout the duration of this Agreement. CGS reserves the right to modify the Services without notice. CGS shall not be liable for any modification, suspension or discontinuance of the Services or any part of the Servics. CGS will make the final decision as to any/all changes made to the Services.

Indemnity: the Instructor agrees to indemnify and hold CGS and its officers, agents, employees, and other partners harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of its use of the Services and any of the subject matter set forth in this Agreement.

Extension of Agreement: On or before the end of the Period, CGS may invoice the Instructor for an additional calendar year of the Services. The fees may be the same or may increase up to 10% annually to reflect the current pricing of the Services. If the Instructor chooses to pay the invoice, the Instructor will receive the Services for an additional calendar year under the existing terms of the Agreement.

Termination: At the sole discretion of CGS, the Services may be suspended or shut down. Any prepaid or unused subscription fees will be refunded as prorated to the remaining time left on the Agreement. In the unlikely event termination should occur, CGS will provide the Instructor with written notice by U.S. Mail or email. In the event of termination, CGS agrees that it will continue to provide the Services until the end of the nearest academic calendar year.

Disclaimer of Warranties: the Instructor expressly understands and agrees that the use of the Services is at its sole risk. The Services are provided on an “as is” basis. CGS expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, or fitness for a particular purpose and non-infringement. CGS makes no warranty that: 1) the Services will meet your requirements; 2) the Services will be uninterrupted, timely, secure or error-free; 3) the information obtained from the Services will be accurate or reliable; and 4) any errors in the Services will be corrected. No advice or information, whether oral or written, obtained by the Instructor from CGS or through or from the Services shall create any warranty not expressly stated in this Agreement.

Limitation of Liability: the Instructor expressly understands and agrees that it will not hold CGS liable for any direct, indirect, incidental, special, consequential or exemplary damages resulting from: 1) the use or the inability to use the Services; 2) the cost of procurement of substitute services; 3) unauthorized access to or alteration of the Instructor’s data; and/or 4) any other matter relating to the Services. Without waiving the foregoing limitation of liability, in the event the Instructor should pursue any cause of action under this Agreement involving CGS, at CGS’s discretion it may terminate the Agreement by refunding the subscription fee paid for the current year.

General Information: The terms of this Agreement constitute the entire agreement between the Instructor and CGS and govern the Instructor’s use of the Services, superceeding prior agreements between the parties. This Agreement shall be governed by the laws of the State of Illinois without regard to its conflict of law provisions. the Instructor and CGS agree to submit to the personal and exclusive jurisdiction of the state court located within the County of DuPage, Illinois or if the claim is federal in nature, to the Northern District of Illinois. The failure of CGS to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. the Instructor agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.