Terms & Conditions
Terms and Conditions
The following terms and conditions (the “Terms”) apply with respect to the provision of services and software licensing from RelayHub, LLC (formerly provided by Educational Advantages, Inc.) (“RelayHub”) to customers of RelayHub (“Customers”). The services provided by RelayHub and any license to use intellectual property, including SPED Advantage, Section 504 MAP, Medicaid Billing, Discipline MAP (in each case, the “System”) are referred to herein as the “Services.” These Terms apply to all products and services listed on any invoice between Customer and RelayHub (each, an “Invoice”).
THESE TERMS GOVERN CUSTOMER’S USE OF THE SYSTEM. BY USING THE SYSTEM, PAYING YOUR SUBSCRIPTION FEES FOR USE OF THE SYSTEM, OR OTHERWISE AFFIRMING ACCEPTANCE, YOU ACKNOWLEDGE THAT YOU HAVE BOTH READ THESE TERMS AND AGREE ON YOUR OWN BEHALF AND ON BEHALF OF CUSTOMER TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SYSTEM. IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT HAVE AUTHORITY TO AGREE ON BEHALF OF CUSTOMER, DO NOT USE THE SYSTEM.
- License.
1.1 License to Use System. RelayHub grants to Customer a limited non-exclusive, non-sublicensable, and non-transferable license (the “License”) to use the software identified in the Invoice (the “System”) and any related documentation during the Term, solely for Customer’s own internal, non-commercial business purposes (the “Purpose”). Customer shall not, and the License does not include the right to: (a) lease, loan, resell, sublicense, or otherwise allow access to the System to any third party other than Customer’s employees and authorized personnel (“Users”); (b) use the System to provide or operate application service provider, service bureau, marketing, outsourcing services, or consulting services, or to otherwise commercially exploit the System; or (c) use the System to develop any service that is competitive with the System. Customer shall notify RelayHub if it becomes aware of any unauthorized access to, or use of, the System.
2. Fees. Customeragrees to pay RelayHub the fees set forth in each Invoice (the “Fees”) which are stated exclusive of taxes. Customer shall remit payment for all Fees within 30 days of the date of an invoice from RelayHub. RelayHub reserves the right to suspend or terminate access in the event payment for any Invoice is not received by RelayHub[SA1] [PM2] by the applicable due date. For the avoidance of doubt, Customer’s failure to pay Fees owed hereunder within 30 days of the due date shall be considered a material breach subject to termination under Section 7.2.
3. Indemnities.
3.1 RelayHub Indemnity. Subject to the limitations in Section 4. if the Services or the System becomes or in RelayHub’s opinion is likely to become the subject of a suit or claim of infringement of a US patent or copyright, RelayHub may at its option and expense (i) obtain the right for Customer to use the Services or the System, as applicable, (ii) replace or modify the Services or System so that it becomes non-infringing, or (iii) terminate these Terms. If RelayHub terminates these Terms under this Section 3.1, (A) Customer shall cease to use the Services and the System; and (B) RelayHub shall refund any prepaid fees paid for the Services or the System. RelayHub shall have no liability to Customer under this Section 3.1 if any suit or claim of infringement is based upon use of the System or the Services: (i) in combination or use with any service or software not furnished by RelayHub; (ii) in a modified state not authorized by RelayHub, or (iii) in a manner other than for which it was designed, if infringement would have been avoided without such use. SECTION 3.1 STATES RELAYHUB’S ENTIRE LIABILITY AND CUSTOMER’S SOLE REMEDY FOR ANY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.
3.2 Customer Indemnity. Customer shall, at its expense, defend any suit or claim brought against RelayHub or its employees, directors and equity holders (“RelayHub Indemnitees”) and shall indemnify, defend and hold harmless (including reasonable expenses, costs and attorneys’ fees) the RelayHub Indemnitees against any suit, proceeding or claim by any third party, including without limitation, the Centers for Medicare & Medicaid Services (“CMS”), the state Medicaid agency, the US Department of Health and Human Services (or state equivalent agencies) (each, a “Claim”) based on, or arising out of (i) any non-compliance with any applicable law or regulation by Customer, its employees, officers, agents or representatives (ii) any breach by Customer of these Terms, or (iii) any data uploaded in the System by or on behalf of Customer. RelayHub may participate in the defense of a Claim at its own expense. Customer shall not settle any Claim in a manner that imputes wrongdoing to or incurs liability for RelayHub.
4. Limitation on Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, THIRD PARTY, PUNITIVE, EXPEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF REVENUE, LOSS RESULTING FROM INTERRUPTION OF BUSINESS, LOSS OF USE, OR LOSS OF DATA OR FILES, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH LOSS. IN NO EVENT WILL RELAYHUB’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THESE TERMS EXCEED THE AMOUNTS PAID HEREUNDER IN THE SIX (6) MONTHS PREDECING THE EVENT GIVING RISE TO THE CLAIM. Except for actions for non-payment or for breach of RelayHub’s or its affiliates’ Intellectual Property Rights, no action arising out of or relating to these Terms may be brought later than one (1) year after the cause of action became known to the injured Party.
5. Privacy Requirements and Confidentiality.
5.1 Customer and RelayHub may collect and/or store Student Information (as defined below) and so respectively agree to: (a) disclose Student Information only to the extent necessary to provide and use the Services; and (b) collect and/or store Student Information in material compliance with all applicable federal, state and local laws, statutes, regulations and ordinances, including, but not limited to (i) confidentiality and rights of review of educational and medical records to the extent applicable, including, but not limited to, the Family Educational Rights and Privacy Act, 20 U.S.C. 1232g (FERPA), as amended, and 34 C.F.R. Part 99, and (ii) to the extent the Student Information includes protected health information (“PHI”) (as such term is defined by the Health Insurance Portability and Accountability Act, as amended, and implementing regulations (“HIPAA”)), the privacy and data security requirements of HIPAA and the terms of any applicable Business Associate Agreement executed by Customer and RelayHub. “Student Information” means information that identifies a student covered by the Services or with respect to which there is a reasonable basis to believe the information can be used to identify such student. Notwithstanding any other provision hereof, RelayHub or Customer may use for any purpose Student Information that has been aggregated, but only if any Student Information that constitutes PHI has first been de-identified in accordance with 45 C.F.R. § 164.514.
5.2 Each Party agrees that with respect to any Confidential Information (as defined below) that is disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with these Terms, the Receiving Party shall not disclose such Confidential Information to any third party, or use it for any purpose, except in connection its rights and obligations under these Terms. The Receiving Party shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Disclosing Party’s Confidential Information by exercising the same level of care, but no less than a reasonable degree of care, that a Party uses to protect its own Confidential Information of a like nature. Each Party shall only permit access to Confidential Information of the other Party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. Each Receiving Party shall be responsible for the compliance of its employees, agents and third-party service providers with the confidentiality obligations set forth herein and shall be liable for any breach thereof. “Confidential Information” means any non-public information concerning a party’s inventions, systems, products, services, research and development, customer and prospective customers, and similar information of a Party (a) that is marked confidential, restricted or proprietary by the Disclosing Party (or by any other person to whom such Disclosing Party has an obligation of confidence); or (b) is disclosed under circumstances where the Receiving Party either knew or should have known that the information should be treated as confidential. The foregoing obligations shall not apply to information that the Receiving Party can show (i) that the Receiving Party rightfully possessed at the time of the disclosure by the Disclosing Party or rightfully received from a third party without restriction on disclosure; (ii) that the Receiving Party develops independently and without reference to or use of any Confidential Information of the Disclosing Party; (iii) that is publicly available without restriction through no act or omission of the Receiving Party. It shall not be a violation of this Agreement for the Receiving Party to provide Confidential Information of the Disclosing Party to the extent it is required to be produced or disclosed by any judicial or government authority (with requisite jurisdiction), provided that the Receiving Party gives the Disclosing Party notice of such requirement to permit the Disclosing Party in to seek a protective order or other relief, and reasonably cooperates with the Disclosing Party’s efforts.
6. Intellectual Property Rights.
6.1 Customer acknowledges and agrees that the software licensed to Customer pursuant to these Terms, the System, and other intellectual property used in the provision of Services, the ideas, methods of operation, processes, know-how, aesthetic aspects, sub-systems, and modules included therein, the graphical user interfaces therefor, and the look and feel of such software and Services, and all derivative works, modifications or enhancements thereto are proprietary materials which contain valuable trade secrets and other intellectual property (“Intellectual Property Rights”) that are owned exclusively by RelayHub.
6.2 Customer may develop and own software which interfaces with the RelayHub System or Services as long as Customer’s software does not contain or use any RelayHub object code or source code or otherwise rely on or use any RelayHub Confidential Information or Intellectual Property Rights.
6.3 Customer retains ownership of any data you upload or input into the Services (“Customer Data”). RelayHub does not claim ownership over your Customer Data. You grant RelayHub the right to use your Customer Data in the provision of the Services and to aggregate and deidentify your Customer Data for use in the conduct of RelayHub’s business.
6.4 RelayHub shall own all right, title, and interest to all data developed in connection with the Services (the “Licensed Data”) subject to its obligations under Section 5. Customer is hereby granted a non-exclusive right and license to use the Licensed Data made available to Customer solely in connection with its use of the System during the term of these Terms. In addition to use of Licensed Data for the provision of the System and Services, RelayHub shall be free to use Licensed Data for its own business purposes. To the extent that any Licensed Data incorporates or otherwise is derived from Customer Data, including Student Information, RelayHub shall aggregate and de-identify the Licensed Data before sharing it with any third party.
7. Term and Termination.
7.1 Term. The term of these Terms shall be for the term set forth in the Invoice and, in the event the Invoice does not specify a term, the term shall be one (1) year (the “Term”). Any renewal of these Terms shall be subject to the mutual agreement of the parties.
7.2 Termination for Cause. Either party may terminate these Terms, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (a) materially breaches these Terms, and to the extent such breach is capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; or (b) (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any bankruptcy or insolvency law; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction.
7.3 Effect of Termination or Expiration. Upon expiration or termination of this Agreement, (a) RelayHub shall cease to perform the Services; (b) following the Transition Period, the License and Customer’s access to the System and any related documentation shall terminate; (c) if such termination is due to Customer’s breach, RelayHub all amounts owed to RelayHub by Customer for the entire Term shall be immediately due and payable; and (d) if such termination is due to RelayHub’s breach, Customer shall pay RelayHub’s outstanding invoices that do not pertain to RelayHub’s breach and Customer shall have no further payment obligations to RelayHub under these Terms. Customer will have a 30 day transition period in which the System will be available for transitional purposes only, during which time Customer will be able to access and retain a copy of its Customer Data (such 30 day period, the “Transition Period”). Following the Transition Period, Customer’s Customer Data will be removed from production and all access to the System will be terminated.
8. Disclaimer of Warranties.
8.1 THE SYSTEM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND TO THE FULLEST EXTENT PERMITTED BY LAW, RELAYHUB (ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ASSOCIATES, PARTNERS, LICENSORS AND SUPPLIERS) DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
8.2 RELAYHUB DOES NOT WARRANT THAT (i) ANY DEFECTS WILL BE CORRECTED, OR (ii) THE FUNCTIONAL ASPECTS OF THE SYSTEM OR THE DOCUMENTATION WILL BE ERROR FREE. RELAYHUB AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTIES ABOUT THE RESULTS TO BE OBTAINED FROM USING THE SYSTEM OR THE LICENSED DATA. RELAYHUB DOES NOT GUARANTEE CONTINUOUS OR UNINTERRUPTED ACCESS TO ANY PART OF THE SYSTEM (INCLUDING ANY NETWORKS AND SERVERS USED TO PROVIDE ANY PART OF THE SYSTEM).
9. Assignment. Customer shall not assign these Terms or any of its rights or obligations under the associated Invoice without the prior written consent of RelayHub, such consent not to be unreasonably withheld or delayed. These Terms shall inure to the benefit of and will bind the Parties hereto and their respective permitted successors and assigns.
10. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to be have defaulted or breached these Terms for any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by or results from any act of God, fire, pandemic, embargo, war or violence, acts of terrorism, or any law, order, or requirement of any governmental agency, or any similar unforeseeable event beyond the applicable Party’s reasonable control (each, an “Event of Force Majeure”). If the Event of Force Majeure lasts for more than 30 days, either may immediately terminate these Terms upon written notice to the other party. Upon such termination Customer shall pay RelayHub’ outstanding invoices that do not pertain to RelayHub’s default, and Customer shall have no further payment obligations to RelayHub under these Terms; and Customer shall cease any further use of the System. This Section 11 shall not delay or excuse Customer’s payment obligations.
11. Miscellaneous. These Terms are governed by and construed in all respects in accordance with the laws of the State of Wyoming (without regard to conflicts of laws principles). Any disputes between the Parties (which are not otherwise resolved by the Parties) shall be instituted only in a federal or state courts located in the State of Wyoming and the Parties shall submit to the personal jurisdiction of these courts in any such legal action. RelayHub and Customer each waive their right to a trial by jury for any disputes between the Parties. RelayHub is providing the Services and support under these Terms as an independent contractor, and its personnel shall not be considered employees or agents of Customer. If any provision of these Terms is found to be unenforceable, such provision shall be deemed to be deleted or narrowly construed to such extent as is necessary to make it enforceable and these Terms shall otherwise remain in full force and effect. No term or provision of these Terms shall be deemed waived, and no breach shall be deemed excused, unless such waiver is in writing and signed by the Party claimed to have waived. These Terms constitute the entire agreement between Educational Advantages, Inc. and you with respect to the Services RelayHub reserves the right to modify these Terms at any time. We will provide notice of any material changes and your continued use of the Services after changes take effect constitutes your acceptance
- Effective Date: 5/30/25