Terms and Conditions of Use

Student Conductor® site is © 2011 - 2020 Student Conductor, Inc. All rights reserved.

Revised June 17, 2018

The website located at www.StudentConductor.com (the “Website”) and the services related to the Website are owned by Student Conductor, Inc. (“Student Conductor”). Through the Website, Student Conductor provides subscribers access to and use of an internet-based software service that allows educational institutions to assign, manage, and track students’ tardies, disciplines, hall passes, and fines (the “Services”). Use of the Services constitutes use of the Website.

Before using the Website, please read the following Terms and Conditions of Use (“Terms of Use”) carefully. These Terms of Use, together with the Privacy Policy and all other applicable terms and conditions issued by Student Conductor from time to time, which are incorporated herein by reference, constitute a legally binding agreement between Student Conductor and each user of the Website and/or Services (the “Agreement”).

BY USING THE WEBSITE AND/OR THE SERVICES, YOU, AS A WEBSITE VISITOR AND/OR ON BEHALF OF THE SCHOOL DISTRICT OR EDUCATIONAL INSTITUTION YOU REPRESENT (THE “INSTITUTION”) AGREE TO FOLLOW AND BE BOUND BY THE AGREEMENT. IF YOU OR YOUR INSTITUTION DO NOT WISH TO BE BOUND BY THE AGREEMENT, YOU AND/OR YOUR INSTITUTION MAY NOT ACCESS OR USE THE WEBSITE AND/OR SERVICES.

Website visitors and the Institution may hereinafter be referred to as “you” or “your”.

1. Service Subscription
Access to and use of the Services requires a subscription to the Services. At this time, the Services are only available to educational institutions. To subscribe to the Services, the Institution must set up an account through the Website. During the registration process, the Institution will select identification credentials which will enable the Institution to access the Services, including a user name and password. The Institution is responsible for maintaining the confidentiality of its identification credentials and is responsible and liable for all activities (whether by the Institution or by others) that occur under the Institution’s account or by use of the Institution’s identification credentials. For greater certainty, and without limiting the generality of the foregoing, the Institution shall be responsible for any breach or violation of the Agreement caused by any activity under its account.

The Institution agrees to notify Student Conductor immediately of any unauthorized use of the Institution’s account or identification credentials or any other breach of security. Student Conductor disclaims all liability for any loss or damage arising from the Institution’s failure to protect the Institution’s account or identification credentials.

The Institution represents and warrants that all information submitted to Student Conductor through its account is true and accurate. Student Conductor is not liable for any breach of this warranty by the Institution or any user of its account, whether or not such breach is caused intentionally. In the event of a breach of this warranty, and without limitation to any other remedy available to it, Student Conductor may immediately discontinue the Institution’s account and revoke the Institution’s right to access the Services.

2. Subscription Term & Termination
Once the Institution’s initial subscription term ends, the Institution’s subscription will automatically terminate if Student Conductor does not receive payment for access to and use of the Services for the upcoming school year within 30 days of the Institution’s receipt of a cost estimate from Student Conductor. Student Conductor may immediately terminate the Institution’s access to and use of the Services if the Institution (or anyone acting under the Institution’s control or through its account) is in breach of the Agreement. Student Conductor may also terminate the Institution’s access to and use of the Services on 5 days’ notice if for any reason Student Conductor stops providing the Website or Services. Student Conductor may terminate the Institution’s access to and use of the Services for any other reason, but in advance of such termination, Student Conductor will provide the Institution with notice either (a) 30 days in advance of termination, or (b) such period in advance of termination that is equal to the remaining subscription period if the applicable subscription period ends less than 30 days from the date of the notice, whichever period is shorter.

The Institution may terminate this Agreement by contacting Student Conductor at and expressing its desire to terminate its subscription to the Service. The Institution’s subscription will terminate within 30 days from Student Conductor’s receipt of such termination notice. Pro-rated refunds will not be given. Notwithstanding the right to terminate, the Institution will remain responsible for paying any applicable fees and/or charges pertaining to the remaining portion of the subscription period, and any other fees or charges incurred through the Institution’s access to and use of the Services.

In the event of termination, the Institution is no longer authorized to access or use the Services.

3. Subscription Fees
Institutions are responsible for paying all then-current subscription fees together with all applicable taxes associated with their respective accounts and the Services. Applicable fees may be modified from time to time at Student Conductor’s sole discretion. Subscribed institutions will receive 30 days’ prior notice of any fee modifications. Failure to pay any fee when due is a breach of the Agreement. Except as may be set forth in the Agreement, all fees are non-refundable.

4. Services Support
All Services support requests must be submitted through Student Conductor’s online email support process. The email support contact form can be found in the Institution’s account by accessing the tab titled “Support” and then clicking the “Quick Contact” button.

5. Electronic Communications
By creating an account or providing your email address to Student Conductor, you consent to receive electronic communications from Student Conductor (e.g., via email or by posting notices through the Services). These communications may include account notices (e.g., payment authorizations, password changes and other transactional information) or legal notices. These communications may also include promotional or marketing materials. You agree that any notices, agreements, disclosures or other communications that Student Conductor sends to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

6. User Information
Student Conductor’s use of personal information and any other information provided to Student Conductor by you in connection with the Website or Services (“User Information”) is subject to Student Conductor’s Privacy Policy. As it relates to an Institution, User Information may include information pertaining to the Institution’s students.

You are responsible for the accuracy and quality of such User Information. You are responsible for the legality of such User Information, and you represent and warrant that you have the legally enforceable right to provide such information to Student Conductor for use in connection with the Website or Services. You agree that you are responsible for the complying with any applicable laws, including those related to privacy and intellectual property rights or ownership, in respect of any disclosure to Student Conductor or use of such User Information in connection with the Website and Services.

You hereby grant Student Conductor a royalty-free, sublicensable, transferable, nonexclusive license to process, reproduce, modify, create derivative works from and otherwise use User Information but only for the limited purpose of providing the Services to you and improving the Services as permitted by Student Conductor’s Privacy Policy. Notwithstanding the foregoing, Student Conductor is not responsible for any deletion, alteration, damage, loss, destruction, misdirection or failure to store User Information. Student Conductor may at its discretion discard or destroy User Information after the then-current school year or in the event that the Agreement is terminated or such information violates the Agreement.

7. Disclaimer of Warranty & Limits of Liability
THE INFORMATION, DATA, MATERIALS, CONTENT, AND SERVICES OFFERED ON OR THROUGH THE WEBSITE AND ANY THIRD PARTY OFFERINGS (DEFINED IN SECTION 10) ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, STUDENT CONDUCTOR DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY OF TITLE. STUDENT CONDUCTOR DOES NOT WARRANT THAT THE WEBSITE OR ANY OF ITS FUNCTIONS, INCLUDING THE SERVICES AND INFORMATION PROVIDED BY THE SERVICES, ARE ACCURATE, COMPLETE, FREE OF ERRORS OR VIRUSES OR OTHER HARMFUL COMPONENTS, OR WILL BE UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. YOU FURTHER ACKNOWLEDGE THAT THE OPERATION AND AVAILABILITY OF THE COMMUNICATIONS SYSTEMS USED FOR ACCESSING AND INTERACTING WITH THE WEBSITE AND SERVICES (E.G., THE PUBLIC TELEPHONE, COMPUTER NETWORKS AND THE INTERNET) CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME, INTERFERE WITH OR PREVENT ACCESS TO THE WEBSITE OR SERVICES OR THEIR OPERATION. STUDENT CONDUCTOR IS NOT LIABLE TO YOU FOR ANY LOSS YOU SUFFER IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE WEBSITE OR SERVICES, ANY THIRD PARTY OFFERINGS OR ANY SOFTWARE AVAILABLE AT THE WEBSITE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, STUDENT CONDUCTOR DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET, INCLUDING THE WEBSITE AND SERVICES. YOU ACKNOWLEDGE THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. STUDENT CONDUCTOR IS NOT RESPONSIBLE FOR, AND YOU HEREBY RELEASE STUDENT CONDUCTOR FROM, ANY DELAYS, DELIVERY FAILURES OR DAMAGES RESULTING FROM SUCH PROBLEMS.

IN NO EVENT SHALL STUDENT CONDUCTOR, ITS SERVICE PROVIDERS, DIRECTORS, OFFICERS, SUPPLIERS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, DATA OR OTHER INTANGIBLES, OR OTHER INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), EVEN IF STUDENT CONDUCTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES; THEREFORE, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

FURTHERMORE, YOU ACKNOWLEDGE THAT STUDENT CONDUCTOR IS NOT LIABLE FOR THE ILLEGAL CONDUCT OF ANY OTHER PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE AGGREGATE LIABILITY OF STUDENT CONDUCTOR FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SERVICES.

You must provide and are solely responsible for all hardware, software, and internet services necessary to access and use the Website and the Services. You assume the entire cost of and responsibility for any damage to, and all necessary maintenance, repair or correction of, such hardware, internet services, and/or software required to access or use the Website and Services.

8. Ownership & Intellectual Property Rights
The trademarks, trade names, domain names, logos, slogans, designs, the “look and feel” of the Website and Services, and other indicators of source displayed on the Website or through the Services are trademarks and the property of Student Conductor, Inc., including without limitation, Student Conductor, Inc., Student Conductor®, and Making Learning Paramount by Keeping Students on Track™. Nothing contained in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark or other indicator of source owned by Student Conductor.

All software, materials, information and content related to the Website and Services are protected by copyright and other applicable laws. The copyrights and other intellectual property rights in material, content, information, and software contained on or in the Website and the Services, including all software code and all content, site design, text, photographs, videos, images, graphics, and the selection and arrangement thereof, are held by Student Conductor and/or its licensors. ALL RIGHTS RESERVED.

9. Limited Right to Access & Use
Subject to your continued compliance with the Agreement and applicable laws, Student Conductor hereby grants you a non-exclusive, non-transferrable, non-sublicensable, revocable right to access and use the Website (other than the Services) solely for noncommercial uses. Subject to the Institution’s compliance with the Agreement and applicable laws and timely payment of the subscription fee, Student Conductor further grants the Institution a non-exclusive, non-transferrable, non-sublicensable, revocable right to access and use the Services for the sole, noncommercial purpose of assigning, managing, and tracking students’ tardies, disciplines, hall passes, and fines for students in the Institution’s district.

Subscribed institutions may reproduce copies of the materials that Student Conductor makes available for download or print through the Services. Such copies may only be used for the noncommercial purpose of assigning and managing student tardies, disciplines, hall passes, and fines for students in the Institution’s district and notifying those students’ parents of same so long as the materials are not modified and any copyright or other proprietary rights notices included in the materials are not removed.

All rights not expressly granted to you in this Section 9 are reserved by Student Conductor and any of its licensors. Any other use of the Website or Services without the prior written permission of Student Conductor is strictly prohibited.

10. Third Party Offerings
The Website and Services may contain information, materials, or content provided by third parties or information related to or links to third-party websites, products, or services (collectively, “Third Party Offering(s)”) that might be of interest to you. Student Conductor offers such Third Party Offerings as a convenience to you, but Student Conductor does not endorse or control any such Third Party Offerings. It is your responsibility to read and understand each third party’s privacy and other policies as well as the terms and conditions of each third party’s services. If you choose to access or use a Third Party Offering, you do so at your own risk. If you have any questions or concerns regarding Third Party Offerings, please contact the relevant third party’s web master or site administrator. YOU AGREE THAT STUDENT CONDUCTOR IS NOT LIABLE FOR THE CONTENT, ACCURACY, FUNCTIONALITY, OR ANY OTHER ASPECT OF ANY THIRD PARTY OFFERINGS AND THAT STUDENT CONDUCTOR IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, POLICIES, OR PROCEDURES OF ANY THIRD PARTY. ANY TRANSACTIONS THAT YOU CHOOSE TO ENTER INTO WITH ANY THIRD PARTY ARE BETWEEN YOU AND THE APPLICABLE THIRD PARTY, AND STUDENT CONDUCTOR WILL NOT BE A PARTY TO OR HAVE ANY LIABILITY WITH REGARDS TO SUCH TRANSACTIONS. YOU AGREE THAT STUDENT CONDUCTOR IS NOT LIABLE FOR ANY DAMAGES THAT YOU INCUR, AND YOU AGREE NOT TO ASSERT ANY CLAIMS AGAINST STUDENT CONDUCTOR ARISING FROM YOUR USE OF ANY THIRD PARTY OFFERING.

11. Compliance with Laws
You shall abide by all local, state, and federal laws, rules, and regulations applicable to use of the Website and Services, including those related to privacy. Without limiting the foregoing, the Institution represents and warrants its compliance with the Family Educational Rights and Privacy Act (“FERPA”) and the Children’s Online Privacy Protection Act (“COPPA”). Furthermore, the Institution represents and warrants that, prior to providing student or parent personal information to Student Conductor, it obtains verifiable, legally-binding written consent from each student’s parent(s) for Student Conductor’s collection and/or use of such student’s or parent’s personal information (if any) in connection with the Services. The Institution shall provide proof of such parental consent and produce it upon Student Conductor’s request.

12. Prohibited Conduct
You agree that you will not, nor will you permit any third party to:

  • sell, mirror, frame, resell or commercially use the Website or Services;
  • reverse engineer, copy, reproduce, distribute, publicly perform, modify, create derivative works based on, or publicly display the Services or Website;
  • remove or alter any proprietary rights notices or markings on or in the Services or Website;
  • use any data mining, robots or similar data gathering or extraction methods in relation to the Services or Website;
  • use the Services or Website other than for their intended purposes;
  • restrict or inhibit any other user from using and enjoying the Website or Services;
  • transmit any viruses, malware, or other malicious code or software through the Services or Website or otherwise interfere or attempt to interfere with the normal operation of the Services or Website;
  • attempt to gain unauthorized access to the Services or Student Conductor’s or any third party’s accounts, systems, networks, or data;
  • use the Services to transmit any fraudulent information, create any false identity, or misrepresent your identity; or
  • otherwise use the Services or Website in violation of any person’s rights or applicable law.
Any use of the Website or Services other than as specifically authorized in this Agreement without Student Conductor’s prior written permission is strictly prohibited and will terminate the limited rights granted in this Agreement.

13. Indemnity
You agree to fully indemnify, defend, and hold harmless Student Conductor, and its officers, directors, employees, agents, suppliers, service providers, successors, and assigns from and against all liabilities, penalties, damages, losses, expenses and costs, including reasonable legal fees, arising or resulting from any violation of this Agreement, violation of applicable law, or any circumstances related to the negligence or wrongful acts or omissions of you or your employees or agents when using the Website or Services.

14. Modifications
Student Conductor may modify or amend these Terms of Use or the Agreement from time to time and such modification or amendment shall be effective upon posting and your continued use of the Website thereafter shall constitute the Institution’s acceptance of any such modifications or amendments. If you do not agree to the modification or amendment, you must immediately cease your use of the Website. Institutions that are subscribed to the Services will be provided 30 days’ notice in advance of any modification or amendment. If you do not agree with any such modifications or amendments, you must immediately discontinue your use of the Website and/or Services.

Furthermore, Student Conductor reserves the right to, without notice, at any time, and for any reason, discontinue or modify any aspect or feature of the Website or Services, including but not limited to content, functionality, hours of availability, the equipment needed for access or use to the Services, or pricing. Subscribed Institutions will receive 30 days’ notice of any price increases.

15. General
If you provide Student Conductor with feedback or suggestions about the Services, you understand that Student Conductor may use your suggestions and feedback without consent, notice or compensation to you. Student Conductor shall have the right to immediately terminate your access to or use of the Website in the event of any activities which breach this Agreement or conduct which, in Student Conductor’s sole judgment, interferes with the operation or use of the Website or your failure to consent to the Agreement. Termination of this Agreement automatically terminates your license and authorization to use the Website, and if applicable, the Services.

The Agreement shall be governed by the law of the State of Texas, without respect to its conflict of laws principles, and applicable federal laws. Any claim or dispute between you and Student Conductor that arises in whole or in part from the Agreement, Website or Services shall be decided exclusively by a court of competent jurisdiction located in the State of Texas. By visiting the Website and/or accessing the Services, you submit to exclusive jurisdiction of the courts within the State of Texas, and you waive any jurisdictional, venue or inconvenient forum objections.

The Agreement, together with any purchase orders accepted by Student Conductor, constitute the entire agreement between you and Student Conductor concerning the Website and the Services. Notwithstanding the foregoing, except as it relates to the mutually agreed-upon subscription fee and subscription term, any terms contained in an Institution’s purchase order are hereby objected to and are superseded in their entirety by this Agreement. This Agreement does not limit any rights that Student Conductor may have under trade secret, trademark, copyright, patent or other laws. The employees of Student Conductor are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Student Conductor, except in a writing signed by an authorized officer of Student Conductor.

If any provision of the Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Agreement, which shall remain in full force and effect. No waiver of any term of the Agreement shall be deemed a further or continuing waiver of such term or any other term, and Student Conductor’s failure to assert any right or provision under the Agreement shall not constitute a waiver of such right or provision. Any rights not expressly granted by the Agreement are reserved by Student Conductor.

This Section 15, the restrictions imposed on downloaded materials, the disclaimers and limitations of liabilities set forth in the Agreement, and any indemnification obligations imposed hereunder shall survive any termination of this Agreement.

United States and foreign export control laws regulate the export and re-export of technology originating in the United States and such foreign countries. You will abide by these laws and regulations as applicable and will not transfer, directly or indirectly, by electronic transmission or otherwise, any content or software from the Website or Services to or from any countries or foreign nationals in violation of such laws or regulations.

16. Force Majeure
Student Conductor shall not be in default if failure to perform any obligation hereunder is caused by conditions beyond its control, provided that Student Conductor is reasonably diligent in attempting to remedy such conditions, uses reasonable efforts to notify the Institution of the such conditions, and resumes performance as soon as possible.

17. Notice
Unless otherwise noted in these Terms of Use, any notice or correspondence required under this agreement to be given in writing shall be delivered to Student Conductor at:

Student Conductor, Inc.
1404 Summer Ridge Court
Keller, TX 76262.

18. Marketing
The Institution agrees to be identified as a customer of Student Conductor and agree that Student Conductor may (but is not obligated to) refer to the Institution by name, trade name and trademark, if applicable, and may briefly describe the Institution’s operations in Student Conductor’s marketing materials and Website. To this end, the Institution hereby grants Student Conductor a license to use the Institution’s name and any of the Institution’s trade names and trademarks solely in connection with the rights granted to Student Conductor pursuant to this marketing section. Student Conductor will make modifications to its use of the Institution’s name, trade name, or trademark or its description of the Institution’s operations at the Institution’s request.

Please submit all such requests in writing in accordance with Section 17 above.