Terms Of Use

END USER LICENSE AGREEMENT

This End User License Agreement (“EULA”) is a legal agreement by and among Raptor Technologies, LLC (“Raptor”), you (“you” or the “User”) and the School, District, Company or other entity you work for, or are affiliated with (the “Customer”), setting forth legally binding terms with respect to your use of Raptor Technology.

THIS AGREEMENT TAKES EFFECT UPON THE DATE WHEN YOU FIRST ACCESS OR USE ANY RAPTOR TECHNOLOGY. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, THEN YOU MAY NOT ACCESS, DOWNLOAD OR USE THE RAPTOR TECHNOLOGY.

You hereby agree and represent to Raptor that:

  • You are lawfully able to enter into contracts, you understand this EULA and agree to be bound by its terms, that you will not allow any other person to use the Raptor Technology or access your Access Credentials;
  • You acknowledge that the Customer (the school, district or other entity you may work for or be affiliated with) has agreed to additional terms with Raptor and may also require you to adhere to other requirements that pertain to the Raptor Technology (i.e., providing consent to use User Data, training requirements, etc.) and that your compliance with such additional requirements is also required by this EULA.

Raptor and User are referred to as the “Parties” and each may be referred to as a “Party.”

In consideration for the mutual covenants and promises set forth herein, the Parties hereby agree as follows:

Definitions

Capitalized terms in these General Terms have the meanings provided in this Section 1, as defined elsewhere in this Agreement or as defined in the Subscription Agreement.

  1. “Access Credentials” means login information, passwords, security protocols, and policies through which you access the Raptor Technology.
  2. “User Content” means all data, information and materials provided by, or on behalf of, User in connection with the use of, or access to, the Raptor Technology.
  3. “Intellectual Property Rights” means all forms of industrial and intellectual property rights and protections throughout the world, including any: (a) patents, patent applications, and inventions (whether or not patentable); (b) copyrights and other rights in works of authorship; (c) Internet domain names, trademarks, service marks, and trade dress, together with all goodwill associated therewith; (d) trade secrets, know-how, and rights in confidential information; (e) rights in software, databases and designs; (f) moral rights, rights of privacy, rights of publicity, and similar rights; and (g) any other proprietary rights and protections, whether currently existing or hereafter developed or acquired arising under statutory or common law, including all applications, disclosures, and registrations with respect thereto.
  4. “Raptor Downloadable Software” means any Raptor Technology that can be downloaded onto your phone or other device through a third party, such as the Apple App Store or Google Play App Store.
  5. “Raptor Platform” means the online software-as-a-service platform to which users connect to access Raptor software, solutions and associated services.
  6. “Raptor Technology” means, collectively, the Raptor Platform and Raptor Downloadable Software.
  7. “Term” means the time period starting on the date you are provided access to the Raptor Technology and ending on the date Raptor communicates to you that access is or will end or otherwise ceases providing the Raptor Technology.

License Grants & Usage Rights.

  1. License Grant by Raptor. Subject to Customer’s compliance with the terms of this EULA and the provision of necessary Third-Party Services by the third-party providers, Raptor hereby grants you a limited, nonexclusive, nontransferable, non-sublicensable, revocable right and license to install and use the Raptor Downloadable Software solely for the purpose of accessing the Raptor Platform and using the Raptor Technology, subject to the terms of this EULA. You shall promptly delete all Raptor Downloadable Software within 30 days of the end of the Term for the provision of the related Raptor Technology.
  2. License Grant by User. You hereby grant Raptor a nonexclusive right and license to use the User Data for the purposes of providing the Raptor Technology.
  3. Restrictions on Use. You shall not, and shall not permit any third parties to, directly or indirectly: (a) act as a reseller or distributor of, or a service bureau for, the Raptor Technology, or otherwise use, exploit, make available or encumber any of the Raptor Technology to or for the benefit of any third party; (b) provide access to the Raptor Technology to any unauthorized third party; (c) use or access the Raptor Technology in any way that would be competitive with or against the best interests of Raptor; (d) reverse engineer, disassemble or decompile the Raptor Technology, or attempt to derive the source code or underlying ideas or algorithms of any part of the Raptor Technology; (e) remove any notice of proprietary rights from the Raptor Technology; (f) copy, modify, translate or otherwise create derivative works of any part of the Raptor Technology; (g) use the Raptor Technology in a manner that interferes or attempts to interfere with the proper working of the Raptor Technology, or any activities conducted in connection with the Raptor Technology, including bypassing or attempting to bypass any security settings or measures used to prevent or restrict access to the Raptor Technology; (h) use or allow the transmission, transfer, export, re-export or other transfer of any software, technology or information forming a part of the Raptor Technology in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; or (i) use the Raptor Technology to share or store anything not related to its intended use, including any inappropriate materials, such as (i) materials containing viruses or other harmful or malicious code; (ii) copyrighted materials to which Customer does not have sufficient rights; or (iii) other materials prohibited by applicable international, federal, state, or local laws and regulations.
  4. Raptor Obligations. Raptor agrees to provide the Raptor Technology pursuant to this EULA and the additional terms and conditions agreed to between Raptor and Customer, as applicable. Raptor shall treat the User Data in accordance with the Privacy Policy.
  5. Your Obligations. You agree to only provide User Data to Raptor that is reasonably necessary for the purpose for which you are using the Raptor Technology and not to provide any extraneous data. You agree to notify Raptor immediately if you learn of any unauthorized use of any Access Credentials or any other known or suspected breach of security with respect to the Raptor Technology.

Ownership and Consent to Use Data.

  1. Ownership & Consent to Use Customer Data. You affirm that you have provided consent to Customer for you to provide User Data to Raptor, particularly if it consists of any data with respect to any minor, student or other third party. You hereby extend to Raptor (or otherwise provide to Raptor directly with) such consent, to the fullest extent permissible under applicable law. As between the parties, all ownership in User Data remains with you.
  2. Ownership of Raptor Technology. As between the parties, all ownership in Raptor Technology remains with Raptor.

Representations, Warranties and Disclaimers.

  1. Representations and Warranties. Each party represents and warrants to the other that (i) it has full right and power to enter into and perform under this EULA; (ii) its use or provision, as applicable, of the Raptor Technology is in compliance with all applicable laws, regulations, and orders, including those relating to privacy and data protection.
  2. Warranty Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 4.1, RAPTOR EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN ADDITION, RAPTOR DISCLAIMS ANY LIABILITY FOR ANY INFORMATION, DATA, ALERTS OR LACK THEREOF PROVIDED OR TRANSMITTED (OR NOT PROVIDED OR TRANSMITTED) BY THE RAPTOR TECHNOLOGY, OR THAT THE PROVISION OF SUCH WILL BE TIMELY OR EFFECTIVE.

Suspension of Services.

Raptor reserves the right to suspend the Services in order to: a) protect Customer Data or your use of the Services from disruption or harm (e.g. malicious traffic, unauthorized access by a third party), or b) protect the data of, or use of the Services by, other Raptor customers from disruption or harm (e.g. malicious traffic, unauthorized access by a third party). Raptor may suspend the Services in such situation in its sole discretion.

Limitation of Liability.

Background check waiver

NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES DUE TO BE PAID BY YOU TO RAPTOR UNDER THIS AGREEMENT (OR FOR THE CORRESPONDING PAID SERVICE) DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE UPON WHICH THE FIRST CLAIM AROSE. NO CAUSE OF ACTION UNDER ANY THEORY WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO FILING OF A COMPLAINT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED BY EITHER PARTY AGAINST THE OTHER PARTY. LIABILITY FOR (A) YOUR PAYMENT OF FEES TO RAPTOR UNDER THIS AGREEMENT (OR FOR A CORRESPONDING PAID SERVICE] AND (B) EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD SHALL NOT BE SUBJECT TO ANY LIMITS ON LIABILITY SET FORTH IN THIS SECTION 7.

Indemnification.

  1. Indemnification by You. You will indemnify, defend and hold harmless Raptor and its affiliates (including its and their respective directors, officers, employees and agents) from and against any and all third party claims, demands, losses, costs, expenses, damages and liabilities (including reasonable attorneys’ fees) (“Claims”) relating to your breach of Section 2.2 of this Agreement.
  2. Indemnification by Raptor. Raptor will indemnify, defend and hold harmless you and your affiliates (including its and their respective directors, officers, employees and agents) from and against any and all third party Claims that any of the Services, in the form provided by Raptor, constitutes a direct infringement or misappropriation of a patent claim, copyright, trademark or trade secret of such third party.
  3. Indemnification Procedures. The indemnified party will give the indemnifying party prompt written notice of any Claim and will cooperate in relation to the Claim at the indemnifying party's expense. The indemnifying party will have the exclusive right to control and settle any Claim, except that the indemnifying party may not settle a Claim without the indemnified party's prior written consent if the settlement requires the indemnified party to admit any liability or take any action or refrain from taking any action (other than ceasing use of infringing materials). The indemnified party may participate in the defense of any Claim at its expense.

General.

  1. Injunctive Relief. The Parties agree and acknowledge that any violation of Sections 2.2, 3.3 or 3.4 will cause irreparable harm and injury to the non-breaching Party and that, in addition to all other remedies that may be available in law or otherwise, the aggrieved Party will be entitled to seek equitable relief, including injunctive relief, against the threatened or actual breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. The Parties waive any requirement for security or posting of a bond in connection with any such equitable remedy.
  2. Relationship. The Parties are independent contractors. Nothing in the Agreement will be construed to place the Parties in an agency, employment, franchise, joint venture, or partnership relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
  3. Waiver of Sovereign Immunity. To the extent that Customer may in any jurisdiction claim for itself or its assets immunity from suit, execution or attachment (whether in aid of execution, before judgment or otherwise) or immunity from any other form of legal process, Customer hereby irrevocably and unconditionally waives all such immunity to the fullest extent permitted by applicable law and covenants that it shall not assert sovereign immunity as a defense either to jurisdiction or to any enforcement measures that are available in any such jurisdiction, including without limitation enforcement measures that are available for judgment rendered in a legal proceeding conducted in another jurisdiction.
  4. Severability. In the event that any provision of the Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and such provision as so reformed will continue in effect, to the extent consistent with the intent of the Parties as of the Effective Date.
  5. Governing Law, Jurisdiction. The Agreement will be governed by the laws of the State of Texas without reference to its conflicts of law principles. Application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded. Any controversy or claim arising out of or in any way relating to this Agreement, including the validity thereof as well as the parties’ actions pursuant to it, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then pertaining, except where those rules conflict with this provision, in which case this provision controls. The arbitration shall be conducted by a panel of three arbitrators to be selected as follows: each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select the third arbitrator within thirty (30) days of their appointment. If the Party-selected arbitrators are unable to or fail to agree upon the third arbitrator, the third arbitrators shall be appointed by the AAA. Any court with jurisdiction shall enforce this clause and enter judgment on any award. The arbitration shall be held in Austin, Texas. The interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. All aspects of the arbitration shall be treated as confidential. The Parties agree that any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award punitive or exemplary damages against any Party.
  6. Class Action Waiver. Any controversy or claim arising out of or in any way relating to this Agreement, including the validity thereof as well as the parties’ actions pursuant to it, must be brought solely in an individual capacity, and not as a plaintiff or class member in any purported class action, collective action, representative action, mass action, private attorney general action or action on behalf of the public or similar proceeding (any such action is referred to as a “Class Action”). No claim will be litigated or arbitrated on a Class Action basis. To the greatest degree permitted by law, the Parties expressly waive any right or ability to bring, assert, maintain, or participate as a class member in any Class Action.
  7. Non-Exclusive. Nothing herein prohibits Raptor from creating or offering the Services or entering into any similar agreement with any other party.
  8. Updates. Raptor may update the terms and conditions of this EULA at any time by reasonable notice, including without limitation by making them available when accessing the Raptor Technology, which amended terms and conditions will be binding upon you. In the case you do not agree to any such update, you may not use the Raptor Technology.

User Data shall be treated in accordance with our Privacy Policy and you acknowledge and agree to the terms of our Privacy Policy.

This EULA is dated as of December 2024 and replaces and supersedes any EULA you may have agreed to with Raptor previously.