ASKMENO(TM) STUDENT-LED INQUIRY SOFTWARE-AS-A-SERVICE (SAAS) AGREEMENT

This is an agreement (“Agreement”) between Partner School (as defined below) and AskMeno, LLC (“AskMeno”) that sets forth Partner School’s rights and obligations with respect to the Licensed Product (as defined below). By using the Licensed Product, Partner School is agreeing to be bound by the terms of this Agreement, which includes the license and the disclaimer of warranty and limitation of liability.

I. DEFINITIONS.

  1. “SIE” shall mean the current version of the computer software, in executable form, entitled “AskMenoTM Student-led Inquiry Experiences”.

  2. “Documentation” shall mean the manual, if any, providing instructions for using the Licensed Product and resolving Partner School difficulties, along with any other support documentation for the Licensed Product.

  3. “Licensed Product” shall mean, collectively, the SIE through use on the Platform, the media embodying the SIE and the Documentation, if any.

  4. “Licensed User” shall mean any person who is a faculty member or current or former student of Partner School (as defined below) who accesses and uses the Licensed Product.

  5. “Platform” means a virtualized executing instance of the SIE maintained on AskMeno servers and accessible by remote access, accessible to each Licensed User, which, shall provide access to assigned modules of the SIE.

  6. “Updates” means improvements, bug fixes, or patches, if any, to the SIE Platform that are generally made available by AskMeno to Partner Schools free of charge.

II. GRANT; RESTRICTIONS.

  1. Grant. AskMeno will provide standards-based question formation exercises and lessons facilitated by a digital character using the AskMenoTM Student-led Inquiry Experiences Platform to the Partner School. Subject to the terms of this Agreement, and in consideration of the Partner School’s obligations under this Agreement, including without limitation the payment of all fees set forth in this Agreement, AskMeno hereby grants to the Partner School, and each Licensed User of the Partner School, a non-exclusive, non-transferable right to use and access the License Product through the Platform.

  2. Limitations on Use and Access: The SIE will be accessible only to Licensed Users of the Partner School. AskMeno will provide to the Partner School and/or Licensed User any passwords necessary to access the Platform.

  3. Restrictions on Use: The Partner School and each Licensed User shall not use the Licensed Product in any manner that is not expressly authorized by this Agreement or that violates any applicable law. The Partner School and each Licensed User shall not (i) copy, download, or otherwise reproduce the Licensed Product or any other AskMeno data in whole or in part except as allowed herein; (ii) modify, translate, or create derivative works of the Licensed Product; (iii) reverse engineer, decompile, disassemble or otherwise reduce the Licensed Product to human perceivable form; (iv) distribute, sublicense, assign, share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the Licensed Product or the Partner School’s right to use the Licensed Product except as allowed herein, (v) remove or modify any copyright, trademark, or other proprietary notice of AskMeno affixed to the media containing the Licensed Product or appearing within the Licensed Product, (vi) modify or disable the security settings or drivers of the Platform or load or install any software applications onto such Platform or the AskMeno servers, and (vii) permit persons who are not Licensed Users to use user names, PIN numbers or passwords to remotely access the SIE or Platform. AskMeno RESERVES ALL RIGHTS IN THE LICENSED PRODUCT NOT EXPRESSLY GRANTED TO THE PARTNER SCHOOL OR ITS LICENSED USERS UNDER THIS AGREEMENT.

III. PRODUCT DESCRIPTIONS:

AskMeno offers complimentary district accounts and district staff training, integration, and instructional services at no charge.

AskMeno’s AskGeorge Student-led Inquiry for Social Studies is a tool designed to nurture students’ ability to ask quality questions and use that developed skill when learning standards-based instruction.

IV. RESPONSIBILITY OF THE PARTIES:

1. AskMeno agrees to provide the following support and maintenance to Partner School:

  • A comprehensive training workshop for the faculty of Partner School. It is recommended that faculty schedule training prior to course start.

  • Faculty instructor accounts are provided at no additional cost;

  • During the period this Agreement is in effect, AskMeno shall provide limited technical support via the Platform to respond to questions from Licensed Users regarding the use of the Licensed Product. Customer support can be reached by email at support@menosystems.com. Support will cover general questions regarding: use of the Licensed Product, SIE functionality, the Documentation, if any, run-time problems, and troubleshooting of the Licensed Product;

  • Teacher use of the Platform to facilitate lessons to students;

  • At the end of each academic term, review teacher reports generated by the Platform to assess Licensed Users’ educational progress of achieving the learning outcomes;

  • The Platform will generate a unique course PIN number for each course for faculty to communicate with their students. Students can then create their individual Licensed User account on the Platform using this unique course PIN number;

  • Maintain the SIE and Platform host site (menosystems.com) during the term of this Agreement;

  • Subject to payment of the initial fees set forth in this Agreement, each Licensed User will receive access to the most current version of the Licensed Product; and such access will be free of charge for Licensed User’s lifetime.

  • AskMeno will use commercially reasonable efforts to provide Licensed Users access to the SIE through the Platform on a twenty-four hour a day, seven days a week (24X7) basis at a target uptime level of 99% except for any scheduled or emergency maintenance, downtime or delays that are caused by telecommunications or network service providers outside of AskMeno’s firewall, or a Force Majeure Event (as defined below).

2. The Partner School agrees to take the following actions to successfully integrate the Licensed Product into its curriculum:

  • Appropriate curriculum district staff to incorporate links to AskMeno standards-based lessons into district curriculum guides or calendars as a supplemental digital resource.

  • Partner school or district shall notify Licensed Teacher Users that the selected Licensed Product is available in the district’s LMS.

  • Partner school or district to coordinate a series of professional development webinars to allow AskMeno training staff to train teachers on successful incorporation of SIE in their classroom.

  • Partner school or district to allow the AskMeno team to work with the appropriate IT staff to conduct technology checks remotely for each classroom user to ensure successful configuration.

  • Partner school or district shall whitelist app.askmeno.com and askmeno.com to avoid preventing teachers from accessing the platform.

3. During the Term, each of Partner School and AskMeno shall obtain and carry in full force and effect general liability, errors and omissions and product liability insurance in amounts which are reasonable and customary in the industry for similar products and services.

V. OWNERSHIP.

The Licensed Product and any releases or Updates, if any, are and shall remain the sole and exclusive property of AskMeno. It is expressly agreed that neither AskMeno nor Partner School transfer by operation of this Agreement to the other party hereto any patent right, copyright, or other proprietary right that either party owns or controls.

VI. WARRANTIES; DISCLAIMERS.

AskMeno warrants and represents that the Licensed Product, Platform, and SIE shall: (a) not contain any code or instructions that (i) are designed to disrupt, disable, harm, or otherwise impede in any manner the operation of any software, or any other associated software, hardware, or system, or any data or information contained therein, (ii) would permit AskMeno to access the software to cause any of the foregoing; or (iii) would allow access to data or systems without Partner School’s prior consent; (b) not infringe any third party intellectual property rights; (c) comply with all applicable laws and regulations; and (d) perform in compliance with the applicable specifications and documentation. To the extent AskMeno is hosting the foregoing, AskMeno and its agents will maintain current certifications in accordance with International Standard ISO/IEC ISO 27001 and 27002 standards for information security management (or other equivalent standards). An executive summary of a security audit will be made available to Partner School upon request.
AskMeno SPECIFICALLY DISCLAIMS (AND PARTNER SCHOOL WAIVES) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

VII. LIMITATION OF LIABILITY.

WITHOUT LIMITING THE OBLIGATIONS UNDER SECTION IX, BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES ARISING OUT OF A BREACH OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing shall not apply in the event of a breach of Sections VI or XII.

VIII. INDEMNIFICATION.

AskMeno agrees to defend, indemnify and hold harmless Partner School and its students, Licensed Users, employees, representatives, officers, managers, affiliates, and agents, from and against any liabilities, claims, costs, damages and expenses (including reasonable attorneys’ fees) arising out of any actual or threatened third-party action, claim, suit or proceeding resulting from or relating to (a) AskMeno’s breach of the terms and conditions of this Agreement, (b) the Licensed Products, SIE or the Platform infringing the intellectual property rights of a third party (except to the extent due to any specific materials that any Licensed User uploaded into the SIE or Platform) or (c) the gross negligence or willful misconduct of AskMeno in connection with its performance of the Agreement, in each case (a)-(b), except to the extent caused by the gross negligence or willful misconduct of Partner School, its corporate affiliates, or their respective officers, directors, employees or agents or any Licensed User .

If a party intends to claim indemnification hereunder with respect to damages arising from such a claim (for itself or for another indemnitee), then such party shall promptly notify the indemnifying party of such claim after such party or the indemnitee becomes aware thereof, and the indemnifying party shall assume the defense of such claim. No party shall have an obligation to indemnify the other party for any amounts paid in settlement of any claim, loss, damage or expense if such settlement is effected without the consent of the indemnifying party. Partner School, Licensed Users, AskMeno and all indemnitees shall cooperate reasonably with each other and their respective legal representatives in the investigation of any matter covered by this indemnification.

IX. USER DATA.

All user data generated by Licensed Users’ use of the Licensed Product (collectively, “User Data”) is confidential information owned by Partner School. Upon termination of this Agreement, AskMeno agrees to return all User Data at no cost to Partner School. AskMeno may de-identify the User Data of all identifiable student and institutional markers, but AskMeno shall be permitted to use the aggregated performance data included in the User Data solely for its internal research purposes, to the extent permitted by law. AskMeno may not use such data for any purpose to harm Partner School’s interests. During the term of this Agreement and thereafter, Partner School shall have the right to access and reproduce the student’s information (i.e., transcripts, performance reports on a class or individual student basis).

X. TERM AND TERMINATION.

This Agreement shall commence as of the date of signing and shall remain in effect for a period of one year. This Agreement shall be terminable by either party, at the end of any academic year, provided the other party receives not less than thirty (30) days prior written notice. Written notice should be submitted to: support@menosystems.com 

XI. CONFIDENTIALITY.

Either party may disclose to the other certain confidential information and trade secrets relating to the disclosing party’s past, present and future research, data, business strategies, marketing plans, methodologies, processes, development and business activities and student data covered by the Family Educational Rights and Privacy Act (“Confidential Information”). Except as required by its duties under this Agreement, the party receiving Confidential Information (“Receiving Party”) agrees that, until such time as the Confidential Information enters the public domain through no fault of the Receiving Party, Receiving Party will never, directly or indirectly, use, disseminate, or disclose any of the Confidential Information disclosed to it without the prior written consent of the disclosing party (“Disclosing Party”). Upon completion of the work contemplated under this Agreement, the Receiving Party agrees to return to the Disclosing Party all copies of Confidential Information, and all drawings, documents, records, notebooks, disks, tapes, dates residing or recorded in electronic media, and all other representations of Confidential Information, whether prepared by either party to this Agreement or others. Additionally, the Receiving Party agrees to immediately return, upon the Disclosing Party’s request, all other information, data and property belonging to the Disclosing Party. Both parties to this Agreement acknowledge that damage for the breach of this section may be difficult to ascertain; therefore, in the event of a breach or threatened breach by a party to this Agreement of the provisions of this section, the non-breaching party, in addition to any other available remedies, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach of the covenants contained in this section. The parties’ obligations under this section shall survive the performance or any termination of this Agreement.

XII. PRIVACY AND SECURITY.

Partner School is solely responsible for obtaining any consents required from parents or guardians with respect to student information used in connection with the Licensed Product and will do so in accordance with all applicable laws.

AskMeno will not share student information with third-parties, except as permitted by law. AskMeno protects the confidentiality and security of student information in compliance with applicable FERPA guidelines.

Except to the extent required by applicable law in the absence of any express license or other grant of rights, neither party will use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of the other party in any manner (including without limitation, reference to the other party as a client, customer or supplier in any press release, advertisement or other promotional material).

AskMeno shall use managerial, operational, physical and technical safeguards and take such other actions as reasonably necessary, consistent with the practices and professional standards applied by first tier information technology service providers handling similarly sensitive information, to preserve and protect against any anticipated or actual threats or hazards to the integrity and security of, and prevent any unauthorized access to or destruction, use, modification and disclosure of, the Partner School data and personally identifiable information. AskMeno agrees to notify Partner School when any system or software that may access, process, or store data, files, work product, information produced under or related to this Agreement is subject to unintended access. Unintended access includes, but is not limited to, compromise by a computer worm, search engine web crawler, password compromise or unauthorized access by an individual or automated program. AskMeno agrees to notify Partner School within twenty-four (24) hours of the discovery of the unintended access.

AskMeno will not process student information in violation of the Florida Student Online Personal Information Protection Act of 2023 (FSPA).

AskMeno will not use “Covered Information” (as defined by FSPA) for any purpose other than as directed by the Agreement. AskMeno will not disclose any such Covered Information with subsequent third parties except as directed by the Agreement. AskMeno will maintain reasonable security procedures and practices in performing the Agreement.

XIII. GOVERNING LAW.

This Agreement shall be construed and controlled by the laws of the State of Florida without giving effect to conflicts of law principles thereof.

XIV. MISCELLANEOUS.

Partner School acknowledges and agrees that AskMeno has the right to change the technical specifications of any aspect of the SIE and Platform at any time; provided, however, that AskMeno shall use commercially reasonably efforts to provide prior notice of any changes to Partner School and such changes shall not adversely impact the performance of the SIE and Platform. The failure of AskMeno to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Except as otherwise specifically provided herein, termination of this Agreement shall not relieve either party hereto from any obligation under this Agreement that accrued or arose from facts or circumstances in existence prior thereto.

XV. SEVERABILITY.

If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in force.

XVI. ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement between you and AskMeno and govern the use of the Licensed Product. It supersedes any other agreement, written or oral with regard to the subject matter herein. Any terms present within the SIE and Platform or on a website, quote, purchase order, “click through”, or invoice issued or accessed pursuant to this Agreement are null and void.

XVII. FORCE MAJEURE.

In the event that either party is unable to perform any of its obligations under this Agreement because of causes beyond its reasonable control or because of any act of God, accident to equipment or machinery; any fire, flood, hurricane, tornado, storm or other weather condition; any war, act of war, act of public enemy, terrorist act, sabotage, riot, civil disorder, act or decree of any governmental body; any failure of communications lines, transportation, light, electricity or power; any earthquake, civil disturbance, commotion, lockout, strike or other labor or industrial disturbance; or any illness, epidemic, quarantine, death or any other natural or artificial disaster (each, a “Force Majeure Event”) the party who has been so affected shall immediately give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended and performance times shall be considered extended for a period of time equivalent to the time lost because of any such delay. Nothing provided herein shall excuse the delay of any payment that is validly due by Partner School under this Agreement.

XVIII. COUNTERPARTS.

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

XXI. ACCESSIBILITY.

AskMeno represents and warrants that it complies with all applicable disabilities laws and regulations, including, without limitation, the Americans with Disabilities Act (“ADA”). AskMeno represents and warrants that any software, services, and materials (including, without limitation, the Platform and the SIE) provided by AskMeno will comply with ADA and, to the extent applicable, the Web Content Accessibility Guidelines version 2.0, AA, issued by the World Wide Web Consortium. AskMeno agrees to indemnify, defend, and hold harmless Partner School from any claims arising out of AskMeno’s failure to comply with the aforesaid requirements.

Additional Terms and Conditions


The following provisions shall take precedence over any and all contrary or conflicting provisions of the agreement between the parties and shall govern the rights and obligations of the parties:

If any provision of this Agreement shall contravene any applicable statute or constitutional provision, either now in effect or which may be enacted during the term of this Agreement, then the conflicting provision of this Agreement shall be deemed null and void.

The contracting parties affirm, for the duration of this Agreement, that they will not violate federal immigration law or knowingly employ, hire, for employment, or continue to employ an unauthorized alien. Furthermore, a contracting party found to be in violation of this provision shall be deemed in breach of this Agreement and shall be responsible for all damages resulting there from.

In the event of proration of any applicable fund from which payment under which this Agreement is to be made, the Agreement will be subject to termination by AskMeno in its sole discretion.