This End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity, including Texas public schools and districts) (herein referred to as “CUSTOMER” and CoPilot Data Solutions, a Texas company, with regard to the copyrighted proprietary SOFTWARE (herein referred to as "SOFTWARE PRODUCT" or "SOFTWARE") provided with this EULA.

 

The SOFTWARE PRODUCT includes computer SOFTWARE, any internet-based services, any associated media, and any online or electronic documentation. Use of any SOFTWARE and related documentation ("SOFTWARE") provided to you by CoPilot Data Solutions will constitute your acceptance of these terms. If you do not agree with the terms of this EULA, do not download, install, copy, view or use the SOFTWARE. By installing, copying or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, CoPilot Data Solutions is unwilling to license the SOFTWARE PRODUCT to you.

 

1.  Eligible Licensees. This SOFTWARE is available for license solely to SOFTWARE owners, with no right of duplication or further distribution, licensing, or sub-licensing.

 

2.  License Grant.  CoPilot Data Solutions grants to you a non-transferable and non-exclusive right to use the copy of the SOFTWARE provided with this EULA for the term of your purchase agreement. The Software is licensed per school. 

 

3. License Fees. The license fee is an annual subscription fee that covers ongoing product updates. In consideration for the License granted under this Agreement, unless otherwise agreed, CUSTOMER will pay CoPilot the then-current license fee, which will be billed on a per school basis and invoiced to CUSTOMER on an annual basis. Full payment for invoices issued in any given month must be received by CoPilot within 30 days after the mailing date of the invoice, or the License may be terminated. CUSTOMER agrees to provide CoPilot with accurate and complete billing information, including CUSTOMER's name, address, telephone number, and email address and to update this information within 30 days of any change in such information.

 

4. Copyright.  The SOFTWARE is licensed, not sold.  You acknowledge that no title to the intellectual property in the SOFTWARE is transferred to you. You further acknowledge that title and full ownership rights to the SOFTWARE will remain the exclusive property of CoPilot Data Solutions, and you will not acquire any rights to the SOFTWARE, except as expressly set forth above. All copies of the SOFTWARE will contain the same proprietary notices as contained in or on the SOFTWARE. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, or programming code, incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT, are owned by CoPilot Data Solutions.  The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions.  

 

You agree that you may not copy the written materials accompanying the SOFTWARE. Modifying, translating, renting, copying, transferring or assigning all or part of the SOFTWARE, or any rights granted hereunder, to any other persons and removing any proprietary notices, labels or marks from the SOFTWARE is strictly prohibited.  Furthermore, you hereby agree not to create derivative works based on the SOFTWARE.  You may not transfer this SOFTWARE.

 

5. Reverse Engineering.  You agree that you will not attempt, and you will use your best efforts to prevent your employees and contractors from attempting to reverse compile, modify, translate or disassemble the SOFTWARE in whole or in part. Any failure to comply with the above or any other terms and conditions contained herein will result in the automatic termination of this license and the reversion of the rights granted hereunder to CoPilot Data Solutions.

 

Limitation of Liability. CoPilot Data Solutions' entire liability and your exclusive remedy under this EULA shall not exceed the price paid for the SOFTWARE, if any.  In no event shall CoPilot Data Solutions be liable to you for any consequential, special, incidental or indirect damages of any kind arising out of the use, misuse, or inability to use the SOFTWARE, even if CoPilot Data Solutions has been advised of the possibility of such damages, or any claim by a third party. CoPilot Data Solutions is not responsible for any educational, programmatic, or curricular changes that result from the information presented by the SOFTWARE. CoPilot Data Solutions is not responsible for sensitive data that is shared within the CUSTOMER’s organization due to shared logins, passwords, or other information related to the use of the SOFTWARE.

 

7. Training and Support

Training is not included in this Agreement, however, training videos and tutorial guides will be made available. Subject to the terms hereof, CoPilot will provide Customer with email support services and telephone support services for the Software for the duration of this Agreement. Support services will be provided in a timely and commercially reasonable manner during normal business hours. While additional support may often be provided outside of this time frame, no guarantee can be provided for response time. Emergency situations will be given priority, but no specific response time can be guaranteed.

 

 Upgrades.  If the SOFTWARE is an upgrade from an earlier release or previously released version, you now may use that upgraded product only in accordance with this EULA.  If the SOFTWARE PRODUCT is an upgrade of a SOFTWARE program which you licensed as a single product, the SOFTWARE PRODUCT may be used only as part of that single product package and may not be separated for use on more than one computer.

 

8. Customer Data

CoPilot Data Solutions will take all commercially reasonable steps to maintain the confidentiality of student and staff data received from Customer. CoPilot agrees to maintain such confidential data in accordance with the relevant laws and any local policies that are communicated to CoPilot. CoPilot acts as an agent and representative of Customer in the translation, import, and/or analysis of data, however, such agency is limited solely to the translation, import, and/or analysis of data exchanged through the use of the Software. Access to personally identifiable data will not be allowed for anyone other than the CoPilot staff directly responsible for the support, translation, import, and/or analysis of the data. Data will be provided by CoPilot only to persons or entities authorized by Customer.

 

Definition of Confidential Student Educational Records

"Confidential Student Educational Records" means those records, files, documents, and other materials which (a) contain information directly related to a student; and (b) are maintained by an educational agency. See FERPA, 20 U.S.C.A. 1232g and accompanying regulations. Upon the written request by Customer, within thirty (30) calendar days, CoPilot will destroy all Confidential Student Educational Records it maintains and provide certification to said destruction within thirty (30) calendar days of CUSTOMER’s initial written request.

 

CoPilot will not disclose Confidential Student Educational Records (as defined above) to any person or entity except those with a “need to know” for the purposes this Agreement and who agree to be bound by the provisions of this Section; or in compliance with a lawfully issued subpoena or court order. CoPilot will not use the Confidential Student Educational Records for any purpose other than the purposes this Agreement contemplates.

 

11.Miscellaneous

The failure of either party to enforce its contractual rights, whether intentionally or by oversight, does not result in a waiver of those rights or remedies for their breach.If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

 

CoPilot may assign, transfer or sublicense this Agreement without Customer's consent. This Agreement may not be assigned, transferred or licensed by Customer except with CoPilot's prior written consent.

 

Governing Law; Jurisdiction and Venue.

 

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas other than its conflict of laws principles. The parties agree that in the event that any suit or proceeding is brought in connection with this Agreement, such suit or proceeding shall be brought in the state or federal courts located in or nearest to Collin County, Texas (and within Texas) and the parties shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue and inconvenient forum objections to such courts.

 

Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind CoPilot in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

 

Neither this Agreement, nor any term or provision hereof, nor any inclusion by reference shall be construed as being for the benefit of any party not a signatory hereto.

Nothing in this Agreement will be construed to waive, modify or amend any legal defense available to Customer, or any past or present Trustee, officer, agent, or employee, including but not limited to governmental or individual immunity from suit as provided by law.

 

Counterpart Clause. This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute a single agreement.

 

Representation of Authority. Any individual executing this Agreement on behalf of a school or school district or other entity represents and warrants that he or she has full authority to do so.

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